Yu - Gi - Oh ! ZEXAL - Episode 065 " Sphere of Fear : Part 1 " , known as " All - Out War of Numbers ! Yuma vs . Tron ! Wondrous Duel in a Super - Strange Space ! " in the Japanese version , is the sixty - fifth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on July 23 , 2012 , and in the United States on June 15 , 2013 . Summary . Mr . Heartland rushes to speak with Dr . Faker . With Kite defeated by Vetrix , Heartland believes they may have to suspend the tournament . Faker tells Heartland to stop panicking - their plan will work out fine so long as they have the Sphere Field . He orders Heartland to continue with the finals . Back at the Duel Tower , Yuma sits on a couch in his dressing room , still in shock that Kite ' s soul was taken by Vetrix . All he wanted to do was save Hart . Astral says that Vetrix took the souls of Dextra , Hart , Kite and others using his crest ' s power . It they were to defeat him in a Duel , they may be able to destroy that power . Yuma agrees and vows to defeat Vetrix . Bronk , Caswell , Cathy and Flip enter the room . Caswell urges Yuma to do his best and Flip says he has great expectations of him . Cathy insists he must become champion and Bronk calls him the representative of Duelists like them - he cannot lose to Vetrix . They all put their hands together in a circle , with Astral joining them . Yuma thanks them all and renews his intention to defeat Vetrix . He departs down the hallway for the stadium . Behind him , Tori yells his name . As he turns , he barely catches the rice ball she ' s thrown to him . He thanks her and she tells him to eat it and become champion . Yuma tells her to leave it to him and runs off . Tori muses to herself that even if she tried to stop him , he would go anyway . Finally , they are set to begin . Present in the audience are Tombo Tillbitty , Striker , Dempsey and Donovan , Pip , Cameron Clix and Cody . Heartland says that just as there is only one sun , there will only be one winner shining in glory when this is done . After countless intense Duels , only two Duelists remain in the first World Duel Carnival . They will face the sun and have one last dash towards shining glory . Both Duelists enter and face each other . Heartland first introduces the tournament ' s " dark horse " , the " mysterious masked Duelist " Vetrix . Opposing him is the promising " miracle boy " , Yuma Tsukumo . The crowd cheers for both Duelists and Heartland tells them to get ready for the Final of the Century . A panel opens on each corner of the platform and Heartland says that the field will be one made by the top technologies available in Heartland - the Sphere Field . From the panels rise four energy projectors as Faker muses that the Sphere Field is unlike any other - it is a simulated version of another dimension . Faker specifies that Vetrix and Yuma should feel free to use all the " Number s " they want , laughing manically . Each projector fires a blast at the center of the platform , which forms into a large yellow sphere , which begins to grow and swallow a large potion of the platform . Yuma backs away , but then goes forward and dips one of his fingers into the sphere . It passes through and he vanishes in a puff of energy and materializes within the sphere , floating . Vetrix has done the same and floats upward , giggling . Yuma yells as he almost floats out the sphere , but the walls have become solid now . Vetrix is impressed that Faker finally finished the Sphere Field . The platform begins to rise and Heartland continues , saying the two strongest Duelists will now be taken to the sky . Cathy is confused as to what the sphere really is and Caswell says it looks to be made of strange energy . Vetrix giggles and taunts Yuma , saying he did make his way here . Vetrix says he was once lost in the fissure of the other dimension . He reveals that he considered suicide many times while wandering , but always thought of Yuma ' s father , who always talked of friends , friendship and never giving up . Faker ' s betrayal had convinced Vetrix of the uselessness of friends , but he found Kazuma ' s mantra of never giving up to be inspiring . Because he did not give up , he was revived with the hope of revenge . The Sphere Field ' s platform has reached the top of the tower , where it shifts over the platform already present there . Yuma tells Vetrix that he promised Trey that he will save his family . He says he ' ll fight with all he has for Trey ' s sake , so that he can save Vetrix as well . Vetrix asks what Yuma intends to save him from and Yuma responds that it should be obvious - he must wipe the demon called revenge from Vetrix ' s heart . All for the sake of revenge , Trey , Quinton and Quattro were sacrificed . Vetrix says that in the end , his children were useless and as punishment they have become soulless , empty shells . Yuma asks what he means and Vetrix reveals that the crests he imbued his sons with were directly tied to their souls to give them great power . As a result , if they lose a Duel while wielding a powerful " Number " , their souls would be consumed as well . Nevertheless , he adds that he expected them to fail . Yuma is shocked that Vetrix would do that knowing what would happen and Astral wonders if a human with a heart this ugly could truly exist . Yuma asks how Vetrix can even still call himself a father ; his sons felt the emptiness of revenge , but Vetrix has not . Vetrix insists that that is the bond between father and son and no matter what he may have done , Faker is the one responsible for all of this . Vetrix asks why Yuma does not wish to cast revenge on Faker as well - it was he that took Kazuma away , after all . Yuma responds that his father wouldn ' t want him to do that . Vetrix is skeptical and believes that Kazuma has already begun his own revenge and asks Astral if he is correct . Astral does not know what he means and Vetrix says that the fearsome powers residing in the " Numbers " could destroy this world - and Astral is the messenger of revenge sent here to spread them - sent by Kazuma . Yuma does not seem to believe it , while Vetrix speaks to Faker , asking if he is not collecting the " Numbers " too . Laughing , Faker appears in the form of his giant hologram , taller even than the tower . The audience , with the exception of Tori , do not seem to know who he is . Faker calls Vetrix " Byron " and says that his child - like appearance did surprise him . Vetrix claims he needs to thank Faker for that and says he will once he ' s collected Yuma ' s " Numbers " . Yuma tells him to stop joking and says he will defeat both of the " hopeless adults " . Faker calls that an intriguing prospect and adds that he looks forward to it . Yuma says he ' ll show him and tells Astral they must win . Faker ' s hologram vanishes and Heartland reveals the Dueling rules within the " Sphere Field " . It is designed to maximize the power of the " Numbers " . Both players may use its effect s to overlay two monsters of the same Level in their hand s to Special Summon a random " Number " from their Extra Deck s , with it being treated as an Xyz Summon . As a visual , " Goblindbergh " is shown being overlaid with " Ganbara Knight " to bring out " " . He adds that a " Number " Summoned this way will be destroy ed when it has no Overlay Units . He tells them both to use the " Numbers " - cards that only chosen Duelists can wield - as much as they wish , finishing with " Heart Burning ! " . Both players arm their D - Pad s and Yuma sets his Duel Gazer . Vetrix says he ' ll go first . He uses the field ' s effect immediately , overlaying the Level 4 " Heraldic Beast Aberconway " and " Heraldic Beast Eale " in his hand , which briefly appear on the field before being overlaid . Yuma thinks its odd to bring out a " Number " already . Vetrix can ' t select the " Number " he Summons for himself , but reaches for his Deck case , which glows with golden light . The " Number " randomly selected is " " , who appears in Defense Position . Vetrix end his turn . Yuma is surprised as the the low stats of that " Number " . Astral asks Yuma if the power of the " Numbers " could really destroy the world . Yuma tells him not to think about what Vetrix was saying . Astral says he can ' t help it - he has no memories , so Vetrix could indeed be right . Yuma tells him that he doesn ' t know why Astral was sent here , but he knows better than anyone that Astral is not an evil person . If the " Numbers " do have that much power , they just must be sure not to give them to scum like Vetrix . He tells Astral he ' ll leave the " Numbers " to him and urges him to use them for justice . Astral says he understands and that they must use all they have to defeat Vetrix . Yuma suggests they surprise him with the secret strategies he believes Astral must be saving for this . Astral replies that he doesn ' t have anything like that . Despite that , he says Yuma can still rely on him like he usually does - together they can defeat Vetrix . Yuma says he couldn ' t do it without him . He begins his turn , drawing " Gogogo Golem " . He decides to use " Sphere Field " as well . He overlays the Level 4 " Gogogo Golem " and " Gagaga Magician " in his hand . The " Number " Summoned is " " , who appears in Attack Position . Bronk says that ' s a good " Number " and Caswell adds that with that ATK , it can defeat " Gold Rat " . Flip and Tori cheer Yuma on . " Crimson Shadow " attack s and destroys " Gold Rat " with " Moon Shadow Crimson Slice " and Yuma Sets a card . Vetrix draws and compliments Yuma and Astral in his own mind , but urges them to release more of their power . He believes that the more power they use , the quicker they ' ll be pushed into a dead end . He overlays another copy of " Abernconway " in his hand with the Level 4 " Heraldic Beast Twin - Headed Eagle " in his hand to Special Summon " " with " Sphere Field " . Yuma says that ' s Kite ' s " Number " . Vetrix responds that maybe Kite will still be useful then . This time , Astral tells Yuma not be deceived by Vetrix ' s words . Vetrix activate s the effect of " Illumiknight " , detach ing an Overlay Unit and send ing a card in his hand to the Graveyard to draw a card . He then activates the effect of the " Aberconway " in his Graveyard , banish ing the other copy of it from his Graveyard to add it to his hand . He overlays " Aberconway " with the Level 4 " Heraldic Beast Leo " in his hand with " Sphere Field " to Special Summon " " in Attack Position . Yuma is surprised to see two " Numbers " , but Vetrix says he ' s not done - he has his " deluxe service " for Yuma . He overlays two copies of the Level 4 " Heraldic Beast Unicorn " in his hand to Special Summon " " in Attack Position . Astral muses that " Genom - Heritage " finally appeared . Vetrix says Yuma should know well that " Genom - Heritage " has a variety of effects - and he ' s activating one right now . He detaches an Overlay Unit to decrease the ATK of " Crimson Shadow " to 0 and change the ATK of " Genom - Heritage " to that original value - though he adds that in this case , the ATK is unchanged , since they both have an original ATK of 2400 . The color and ATK of " Crimson Shadow " are drained and " Genom - Heritage " changes its form . Vetrix attacks " Crimson Shadow " with " Genom - Heritage " . Yuma moves to activate the effect of his monster , but Astral tells him to activate his Trap Card instead . If they use the monster effect first , they won ' t survive consecutive attacks . Yuma activates his face - down " Half Guard " and Astral says it will prevent the destruction of the monster and switch it to Defense Position . The attack hits and Yuma bounces off the wall of the Sphere Field " , his Life Points at 1600 . Vetrix orders " Acid Golem " to attack with " Acid Splash " . It fires a wave of acid at " Crimson Shadow " , which dissolves . Yuma activates its effect , detaching an Overlay Unit to prevent it from being destroyed by battle . " Illuminknight " attacks , slashing its sword through the head of " Crimson Shadow " , but Yuma activates its effect again , saving it from destruction . Vetrix reminds him that " Sphere Field " will destroy monsters it Summons when they have no Overlay Units . " Crimson Shadow " is hit with electricity and explodes . Cathy yells Yuma ' s name , but Caswell says that that trap let him survive . Vetrix ends his turn . Astral tells Yuma not to give up and show Vetrix his " kattobingu " . Yuma draws and Astral instructs him to Summon a " Number " . Yuma agrees and uses " Sphere Field " to overlay the Level 2 " Bacon Saver " and " Flelf " in hand to Special Summon " " in Defense Position . Astral tells him to use his Spell Card now . Yuma does so , activating " Xyz Treasure " , letting him draw a card for each face - up Xyz Monster . He draws four cards and immediately uses two of them , overlaying the Level 1 " Amarylease " and " Stinging Swordsman " in his hand with " Sphere Field " to Special Summon " " in Attack Position . Then , he overlays the Level 3 " Rai Rider " and " Zubaba Knight " in his hand with " Sphere Field " . Yuma is excited as this time , the " Number " randomly Summoned is " Utopia " , who appears in Attack Position . Bronk says they are counting on " Utopia " and Cathy adds that they both have three " Numbers " now . Tori silently intones Yuma to do his best . Heartland says both sides have three powerful " Numbers " and wonders who will receive the smile from the " Goddess of Victory " . He ends with " Heart Burning ! " . Astral tells Yuma the real match is only starting now , with Yuma responding that he understands . Vetrix taunts that he will let them have a good look at his terror . Yuma says he cannot wait and vows to win . Featured Duel : Yuma Tsukumo vs . Vetrix . This Duel takes place at the Sphere Field . It is treated as a face - up Field Spell Card . Its effect will allow both players to Special Summon random " Number " monster s from their Extra Deck s by using two monsters of the same Level from their hand s as Overlay Units , treating the Summons as Xyz Summon s . When a " Number " Summoned by this effect has no remaining Overlay Units , it is destroy ed . Turn 1 : Vetrix Vetrix draws . He then uses the effect of " Sphere Field " to overlay the Level 4 " Heraldic Beast Aberconway " and " Heraldic Beast Eale " in his hand in order to Xyz Summon " " ( 1 / 500 / 600 , ORU : 2 ) in Defense Position . Turn 2 : Yuma Yuma draws " Gogogo Golem " . He then uses the effect of " Sphere Field " to overlay the Level 4 " Gogogo Golem " and " Gagaga Magician " in his hand in order to Xyz Summon " " ( 5 / 2400 / 1700 , ORU : 2 ) in Attack Position . " Crimson Shadow Armor Ninja " attack s and destroys " Gold Rat " . Yuma Set s a card . Turn 3 : Vetrix Vetrix draws . He then uses the effect of " Sphere Field " to overlay another copy of the Level 4 " Heraldic Beast Aberconway " and " Heraldic Beast Twin - Headed Eagle " in his hand in order to Xyz Summon " " ( 4 / 2400 / 2400 , ORU : 2 ) in Attack Position . Vetrix activate s the effect of " Illumiknight " , detach ing " Heraldic Beast Aberconway " ( " Illumiknight " : 2 → 1 ORU ) to send a card in his hand to the Graveyard and draw a card . Vetrix activates the effect of one " Heraldic Beast Aberconway " in his Graveyard , banish ing the other copy in his Graveyard to add it to his hand . He then uses the effect of " Sphere Field " to overlay the Level 4 " Heraldic Beast Aberconway " and " Heraldic Beast Leo " in his hand in order to Xyz Summon " " ( 3 / 3000 / 3000 , ORU : 2 ) in Attack Position . Vetrix then uses the effect of " Sphere Field " to overlay the two Level 4 " Heraldic Beast Unicorns " in hand in order to Xyz Summon " " ( 4 / 2400 / 1800 , ORU : 2 ) in Attack Position . Vetrix activates the effect of " Heraldic King Genom - Heritage " to detach an Overlay Unit ( " Genom - Heritage " : 2 → 1 ORU ) and allow it to make the ATK of any monster it battles 0 and make the ATK of " Heraldic King Genom - Heritage " the original ATK of the monster it is battling . " Heraldic King Genom - Heritage " attacks " Crimson Shadow Armor Ninja " . The first effect of " Heraldic King Genom - Heritage " becomes active ( " Crimson Shadow Armor Ninja " : 2400 → 0 ATK , " Heraldic King Genom - Heritage " : 2400 → 2400 ATK ) , but Yuma activates his face - down " Half Guard " to prevent " Crimson Shadow Armor Ninja " from being destroyed by battle and switch it to Defense Position after damage calculation ( Yuma : 4000 → 1600 LP ) . " Acid Golem of Destruction " attacks " Crimson Shadow Armor Ninja " , but Yuma activates the latter ' s effect to detach an Overlay Unit ( " Crimson Shadow Armor Ninja " : 2 → 1 ORU ) and prevent its destruction . " Illumiknight " attacks " Crimson Shadow Armor Ninja " , but Yuma activates the latter card ' s effect ( " Crimson Shadow Armor Ninja " : 1 → 0 ORU ) to prevent its destruction . Due to the last effect of " Sphere Field " , " Crimson Shadow Armor Ninja " is destroyed . Turn 4 : Yuma Yuma draws . He then uses the effect of " Sphere Field " to overlay the Level 2 " Flelf " and " Bacon Saver " in his hand in order to Xyz Summon " " ( 3 / 0 / 2900 , ORU : 2 ) in Defense Position . Yuma then activates " Xyz Treasure " to draw four cards ( one for each face - up Xyz Monster on the field ) . Yuma then uses the effect of " Sphere Field " to overlay the Level 1 " Amarylease " and " Stinging Swordsman " in his hand in order to Xyz Summon " " ( 3 / 2000 / 0 , ORU : 2 ) in Attack Position . Yuma then uses the effect of " Sphere Field " to overlay the Level 3 " Rai Rider " and " Zubaba Knight " in his hand in order to Xyz Summon " " ( 4 / 2500 / 2000 , ORU : 2 ) in Attack Position . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .