Yu - Gi - Oh ! ZEXAL - Episode 140 " A Thousand Ways to Lose " , known as " Our Feelings are as One ! The Dragon of Creation , Numeron Dragon " in the Japanese version , is the one hundred and fortieth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on February 9 , 2014 and on Hulu on January 11 , 2015 . Summary . As he grasps the card Eliphas gave him , Astral informs Yuma and Nash that Eliphas told him something - he is entrusting the future to them . He insists that that ' s why they cannot cry now - they carry the hopes , thoughts and wishes of their countless friends and allies . He urges them both to win this Duel no matter what it takes ( in the dub , Astral declares that their victory is close ) . Don Thousand asks if they really believe victory is possible just because they destroy ed " Numeron Network " and gained some Life Points . He draws and reminds them that his banish ed " " return s to the field now . Tori gasps as the gate rises up behind Thousand once more . Nash points out that " Numeron Network " is no longer on the field , so " Sunya " destroys itself . As the gate explodes , Yuma adds that that means they won ' t be hit by 50 , 000 damage either . Thousand calls them fools and says that this a " Duel of the gods " - all roads here will lead mortals to despair ( in the dub , Thousand reminds Yuma and Nash they are Dueling against a deity ; he prepared for any possible outcome beforehand ) . He activate s " Numeron Chaos Ritual " as " Sunya " was destroyed . This lets him treat " Numeron Network " and four " Number " monster s in his Graveyard as Level 12 monsters and perform an Xyz Summon using them . Five Graveyard portals appear and from them rise " Numeron Network " , " " , " " , " " , and " " . Thousand overlay s his five Level 12 monsters and chant s " The grief of chaos is the karma of wretched men . The dreams of heaven and earth are an eternal fantasy . O hollow god , armed with darkness , swing your iron hammer down upon the light ! " The Barian Gate explodes and he Xyz Summons " " in Attack Position . Its ATK is revealed - at 10 , 000 . Yuma stares in awe at " Numeronius " , while Nash calls its five - digit ATK score impossible . Tori covers her mouth with both hands and backs away . Thousand claims they can only bend and break before its power and orders it to attack " " as the third eye on his head glows . The eyes of " Numeronius " itself also glow as it appears to charge up a blast . Yuma has no counter and Tori yells his name . Nash asks if Thousand thought he would let this go through . He activates his face - down " Tidal Advantage " . When a WATER monster battle s , this card will halve the ATK of the attacking monster and prevent the destruction of the WATER monster by battle . " Numeronius " fires a giant laser , while a whirlwind of water engulfs " Silent Honor DARK " to protect it . Thousand calls Nash a poor loser , but adds that they still take damage - and so will the Astral World . Yuma , Astral and Nash are all thrown off their feet and their Life Points drop to 1100 . Bursts of energy rip through the buildings in the Astral city . Enna tells one of the Astral children that everything will be alright . She believes Yuma and his friends will win , for the sake of not just the Astral World ' s future , but everyone ' s . Yuma grunts in pain and Thousand muses that they survived the attack . He says he ' s show them the true power of " Numeronius " now though . When a battle ends , " Numeronius " can destroy all his opponent ' s monsters . Nash yells " WHAT ! ? " as " Silent Honor DARK " explodes after being hit with red energy blasts . Thousand continues , revealing that all monsters that were sent to the Graveyard this turn are Special Summoned to " his " field in Defense Position . " Silent Honor DARK " reappears below " Numeronius " and Thousand ends his turn . Nash calls this an absurd effect and isn ' t sure if they can win . Yuma insists that they haven ' t lost yet . He remarks that the feelings and future that everyone entrusted to them are in their hearts ( in the dub , Yuma tells Nash not to say those words ; losing hope is what Thousand wanted . He may have control over their monsters , but not their Dueling spirits ) and tells Astral they have to do it now . Astral says he understands and the two overlay themselves , chanting " Mighty bonds lead the way to light " . They perform a ZEXAL Morph . Tori comments that they ' ve used the first form of ZEXAL ( this comment is cut from the dub ) . Yuma points at Thousand and claims they will crush him with everything they ' ve got . Thousand seems pleased to see ZEXAL appear , but wonders if it will even help ( in the dub , Thousand is not impressed with the ZEXAL " theatrics " ) . Yuma claims they ' ll win no matter . He raises his right arm and it glows with energy as he chants " The light . . . the power of everything ! They dwell in my right hand , leading the way to hope and dreams ! Shining Draw ! " . He ' s drawn " Re - Xyz " , which he activates , explaining that it lets him target an Xyz Monster in his Graveyard and the targets required to Xyz Summon it . He then performs an Xyz Summon from the Graveyard . Ghostly forms of " Gagaga Magician " and " Toy Knight " appear before him , which he overlays to Xyz Summon " " in Attack Position . Thousand activates the effect of " Numeronius " , detach ing a Chaos Overlay Unit to destroy an opponent ' s monster and Special Summon a " C " monster from his opponent ' s Extra Deck in its place . " Numeronius " flaps its wings and the blasts of wind shred apart " Utopia " . It is replaced by " " , who appears in Attack Position . Yuma asks why he ' d do this and Thousand reveals that " Numeronius " also negate s the effects of his opponent ' s " C " monsters and prevents them from attacking . " Utopia Ray Victory " is encased in a crystal prison and Thousand claims their " Chaos Numbers " are powerless before him . Tori backs away in shock and seems to think it ' s over . Yuma yells that they ' ve not been beaten yet and an energy bubble appears around him . He claims that burning passion will lead the way to victory ( in the dub , Astral chants , " When two hearts join in the spirit of hope , nothing is impossible ! " ) and when the bubble vanishes , he stands before them in ZEXAL II form . Tori cheers , while , Yuma activates " Xyz Treasure " , letting him draw a card for each Xyz Monster on the field , meaning three . He chants " in the the Duel between the strongest Duelists , everything is inevitable ! In such a Duel , the Duelist can create the very cards they draw ! Triple Shining Draw ! " ( in the dub , Yuma only says " Shining Draw " but still draws three cards ) . Yuma Normal Summon s " ZS - Ouroboros Sage " , with Astral explaining that when it ' s Summoned , they can Special Summon a non - LIGHT " Number " monster from their Graveyard . " Ouroboros Sage " shoots a yellow blast from its staff , which spirals into the sky , prompting " " to descend . He then activates the other effect of " Ouroboros Sage " - he can equip a " Utopic " monster and " Ouroboros Sage " itself to the Special Summoned monster , causing the equipped monster to gain their ATKs . " Utopia Ray Victory " stands atop the cockpit of " Silent Honor ARK " , with " Ouroboros Sage " standing on the shoulders of " Victory " . With 5500 ATK now , Yuma orders " Silent Honor ARK " to attack " Numeronius " . Tori asks why , when they still have less ATK . Yuma activates the third effect of " Ouroboros Sage " , when the equipped monster attacks , its ATK is doubled . The blast from the staff of " Ouroboros Sage " hits the core of " Silent Honor ARK " and Thousand is shocked to see 11 , 000 ATK . Yuma yells that this is their combined power and orders the monsters to smash " Numeronius " to pieces with " Rising Sun Ark Victory Slash " . " Silent Honor ARK " fires its lasers and " Utopia Ray Victory " leaps in front of the blast , absorbing the energy with its swords before slashing through " Numeronius " . Thousand yells as his Life Points fall to 900 and an explosion engulfs his field . Tori jumps up and down cheering . Yuma claims " Numeronius " is scrapped now , but Astral tells him he ' s wrong . When the smoke clears , " Numeronius " still stands before them . Nash points out that " Silent Honor DARK " isn ' t there anymore though . Thousand reveals that he used another effect of " Numeronius " - he can send a monster he controls to the Graveyard to prevent its destruction . Yuma is surprised at that effect , but Thousand has another to use now . As the battle ended , " Numeronius " destroys all the opponent ' s monsters . Then Thousand can Special Summon monsters destroyed this turn to his field in Defense Position . He Special Summons " Silent Honor ARK " , " Utopia " , " Utopia Ray Victory " , and " Silent Honor DARK " . Yuma is shocked that ZEXAL failed them and they cancel the fusion . Thousand tells them that humans cannot hope to fight against the power of Chaos . This is because humans themselves are the roots of Chaos . Yuma seems confused , but Thousand explains that the power of Chaos will always revive him . Astral asks if its because he tampered with the memories of the Seven Barian Emperors . Thousand ignores the question , but instead admits to losing when he and Astral fought eons ago ( in the dub , Thousand reminds Yuma there is no way to oppose his limitless powers ; even Astral should know this . He adds that Astral thought he won , but there is more to it ) . He reveals that due to the shock of the battle , Astral ' s power was split and became fifty of the " Numbers " . Those cards scattered across the human world , marking the location of the Numeron Code . After that , seven of those " Numbers " helped seal Thousand ' s power and chose their owners , attaching themselves to various heroes and sages of Earth ( shots of Alito , Vector , and Girag with their respective " Mythyrian Numbers " are shown over this ; in the dub , Thousand adds that his power was sealed in the " Mythyrian Numbers " and were sent to the future Barian Emperors ; Thousand remained patient to ensure the " Mythyrian Numbers " fell into the right hands ) . Yuma remarks that those are the " Numbers " from the ruins ( in the dub , Yuma realizes that Thousand tricked the Barian Emperors into helping him ) . Nash says Thousand placed a curse on the ones who held those " Numbers " then . Thousand confirms this and says that to revive himself , he gifted the power of Chaos to those humans , who would then become his fuel . Thousand claims that humanity is weak - and due to their weakness , Chaos can consume them easily ( scenes of Thousand ' s curses over Mizar , Vector , Girag , and Alito are shown over this ) . Thousand claims that no one was immune - not even someone like Nash ' s friend Dumon . Thousand appeared in his reaper form to the three knights who slew Dumon , influencing them into the act . Thousand adds that Marin was no exception either and its shown that Thousand influenced her into sacrificing herself during Vector ' s assault on her homeland . Nash curses , but Thousand reminds him that Nash himself is guided by his curse . He says he ' ll soon realize why he was reborn as a Barian ( in the dub , Thousand claims that Nash was most instrumental in his resurrection ) . Nash is furious , but Yuma interrupts . He says that while humans may be weak , they can use Chaos in other ways . He calls it a power that lets you live with your friends - a power that can protect others ( in the dub , Yuma yells that Thousand can ' t bring him and Nash down by throwing them off and making them doubt themselves ) . He adds there ' s no way they will lose ( " This human is bringing him down ! " in the dub ) and Set s four cards to end his turn . Thousand is surprised they are still clinging to such a dim hope . He draws and activates " Numeron Storm " . As he control s a " Numeronius " monster , he can destroy all of his opponent ' s Spell and Trap Card s . An electric storm manifests , destroying all four of their Set cards . Thousand says they ' ve lost everything , then . He reveals that " Numeron Storm " inflicts 1000 damage to them as well . Their Life Points fall to just 100 and the three of them are thrown backwards quite violently . Tori mutters that their Life Points are only 100 now . Thousand says they have no monsters left and no cards in their hand - so it is the time of their destruction now . He orders " Numeronius " to attack directly . Tori screams Yuma ' s name and Yuma himself just bows his head as " Numeronius " charges a blast . Kite ' s voice rings out and asks him if he intends to give up , just like that . The field between the Duelists glows and even Thousand seems shocked . Kite ' s spirit appears from the light and asks Yuma what happened to his " kattobingu " spirit , adding that Yuma must be an idiot to have forgotten it . Yuma yells Kite ' s name in shock , while Kite tells them he ' s entrusted everything to them - so they must win . ( in the dub , Kite says giving up isn ' t Yuma ' s style . He chides Yuma for giving up hope ; he can ' t let a deity push him around like that . He also reminds Yuma he left something for him and he should use it ) Yuma mutters Kite ' s name and his spirit vanishes . A card appears before Yuma and when when touches it , its text unblurs . Yuma realizes it is the " " he got from Kite . He knows now that Kite is with them . He tells Astral and Shark they can continue . He activates the effect of " Numeron Dragon " . When he has no cards in his hand or on his field and his opponent declares a direct attack , this card can Special Summon itself from his Extra Deck in Defense Position . Yuma chants " the key to the creation of the universe , now open the door of darkness and lead us to the future with your roar " ( this chant is not said in the dub ) . " Numeron Dragon " bursts from the ground and roars , coiling around itself and appearing in Defense Position with 0 DEF . Thousand calls this absurd - lowly , filthy maggots like them should not have been able to awaken the Numeron Dragon . He determines it doesn ' t matter though and orders " Numeronius " to attack it . Yuma activates the effect of " Numeron Dragon " - any monster that battles it has its ATK reduced to 0 . The blast vanishes and Thousand is shocked by the effect ( in the dub , he calls the move a " hollow gesture " ) . He reminds them that at a battle ' s end , all his opponent ' s monsters are destroyed . " Numeron Dragon " vanishes . Astral tells Yuma to proceed and he activates the other effect of " Numeron Dragon " . When it is destroyed , all of his opponent ' s monsters are as well . The spirit of " Numeron Dragon " reappears and breaths fire all over Thousand ' s field , destroying all his monsters . Yuma says he has nothing left now and reveals that " Numeron Dragon " now returns all Spell & Trap Cards destroyed this turn to their previous position . " Numeron Dragon " vanishes and the four Set cards reappear . Yuma claims their ray of hope has not yet vanished . Thousand calls them fools . No matter what they do , they simply open another door to despair . Thousand reveals that when " Numeronius " is destroyed , he can make it an Overlay Unit and overlay it . He yells out " Extermination Chaos Xyz Evolution " ( in the dub , Thousand doesn ' t mention the Chaos Xyz Evolution ) , raising his fist . Multicolored energy flows around as he chants " The dreams that men cling to are a mere illusion . O almighty god of void and nothingness , armed with the darkness , swing down your iron hammer upon the light ! " , Xyz Summoning " " . As before , its ATK appears - at a terrifying " 100 , 000 " . Astral remarks at the fact that it is a Rank 13 " Chaos Number " , while Nash dumbfoundedly repeats its six - digit ATK score ( in the dub , Astral mentions its ATK , while Nash asks how this is possible ) . Thousand tells them they shouldn ' t worry - this card cannot attack . However , while it is on the field , his opponent ' s monsters must attack it , no matter what . And if by some chance they manage not to attack , they will automatically lose at the End Phase . Tori stares up at the monster and believes there is no way they can win now . Thousand laughs and asks if they understand yet - they have no hope left . Yuma declares that he refuses to give up - not until the very last second . For the sake of all his friends who have died , but entrusted their hopes and feelings to them , he refuses to give up ( Kite , Trey , Quinton , Quattro , Flip , Nistro , Dextra , Orbital 7 , Bronk , Anna , Nelson , Roku , Kaze , Eliphas , Rio , Dumon , Alito , Girag , Mizar , and even Vector appear behind him briefly in spirit ) . Nash agrees and Astral smiles , saying they ' ll do this together . They overlay once more , chanting " this blinding ray of hope guides us to the future " ( in the dub , " When two kindred spirits unite , their future has no limits ! Ultimate ZEXAL Morph ! " ) . They appear now as ZEXAL III . Featured Duel : Yuma Tsukumo and Nash vs . Don Thousand . " Duel continues from the previous episode . " Turn 5 : Don Thousand < br > During the Standby Phase , " " return s to the field via its own effect , but without " Numeron Network " on the field , it destroy s itself and it has no Overlay Unit s to detach for its effect . As " Sunya " was destroyed , Don Thousand activate s " Numeron Chaos Ritual " , which allows him to treat " Numeron Network " and four " Number " monsters in his Graveyard as Level 12 monsters and Xyz Summon using them as Overlay Units . He overlays his five Level 12 monsters to Xyz Summon " " ( 10000 / 1000 ) in Attack Position . " Numeronius " attack s " " , but Nash activates his face - down " Tidal Advantage " . Now , when a monster attacks a WATER monster , its ATK is halved ( Numeronius 10000 → 5000 ) and WATER monsters cannot be destroyed by battle this turn ( Yuma & Nash 3300 → 1100 ) . At the end of the Battle Phase , " Numeronius " destroys all monsters on Yuma and Nash ' s field , then Special Summon s as many monsters as possible that were sent from the field to the Graveyard this turn to Thousand ' s field in face - up Defense Position . He Special Summons " Silent Honor DARK " ( 2800 / 1500 ) . Turn 6 : Yuma / Astral < br > Yuma and Astral perform a ZEXAL Morph . Yuma then performs a Shining Draw and activates " Re - Xyz " , using " Gagaga Magician " and " Toy Knight " in his Graveyard to Xyz Summon " " ( 2500 / 2000 ) from his Graveyard in Attack Position . Thousand activates the effect of " Numeronius " , detaching a Chaos Overlay Unit to destroy a monster and Special Summon a " C " monster from the Extra Deck of the destroyed monster ' s controller with its effects negate d . He destroys " Utopia " and Special Summons " " ( 2800 / 2500 ) in its place . Yuma and Astral perform a second ZEXAL Morph to become ZEXAL II and activate " Xyz Treasure " , drawing three cards as there are three Xyz Monster s on the field . He performs three Shining Draws and Normal Summons " Zexal Server - Ouroboros Sage " ( 600 / 0 ) . He activates the effect of " Ouroboros Sage " , letting him Special Summon a non - LIGHT " Number " monster from his Graveyard . He Special Summons " " ( 2100 / 1000 ) in Attack Position . Yuma then activates the second effect of " Ouroboros Sage " , letting him equip itself and a " Utopic " monster to the Summoned Xyz Monster . The equipped monster gains ATK equal to the combined ATK of the equipped monsters . He equips " Ouroboros Sage " and " Utopia Ray Victory " to " Silent Honor ARK " ( 2100 → 5500 ) . " Silent Honor ARK " attacks " Numeronius " , with Yuma activating the third effect of " Ouroboros Sage " to double the ATK of " Silent Honor ARK " ( 5500 → 11000 ) until the End Phase ( Thousand 1900 → 900 ) , but Thousand activates the effect of " Numeronius " , sending " Silent Honor DARK " to the Graveyard to prevent " Numeronius " from being destroyed . At the end of the Battle Phase , the effect of " Numeronius " activates , destroying all monsters on Yuma and Nash ' s field , then Special Summoning as many monsters that were sent to the Graveyard this turn to Thousand ' s field as possible . " Silent Honor ARK " , " Utopia Ray Victory " , and " Ouroboros Sage " are destroyed , and " Utopia " ( 2500 / 2000 ) , " Utopia Ray Victory " ( 2800 / 2500 ) , " Silent Honor ARK " ( 2100 / 1000 ) and " Silent Honor DARK " ( 2800 / 1500 ) are all Special Summoned to Thousand ' s field in Defense Position . Yuma Set s four cards . Turn 7 : Don Thousand < br > Thousand draws " Numeron Storm " . As he controls a " Numeronius " monster , he activates it , destroying all cards in Yuma and Nash ' s Spell and Trap Card Zone s , while also inflicting 1000 damage ( Yuma & Nash 1100 → 100 ) . " Numeronius " attacks directly . As Yuma is being attacked directly while he has no cards in his hand and controls no cards , he activates the effect of the " " in his Extra Deck , Special Summoning it ( 0 / 0 ) in face - up Defense Position . A replay occurs and " Numeronius " attacks " Numeron Dragon " , but Yuma activates the effect of " Numeron Dragon " , reducing the ATK of " Numeronius " to 0 as it is battling with " Numeron Dragon " ( Numeronius 10000 → 0 ) . At the end of the Battle Phase , the effect of " Numeronius " activates , destroying " Numeron Dragon " , but the effect of " Numeron Dragon " activates as it was destroyed , destroying all monsters on the field and returning all Spell and Trap Cards that were destroyed this turn to the same location and position they were in before they were destroyed . " Numeronius " , " Utopia " , " Utopia Ray Victory " , " Silent Honor ARK " , and " Silent Honor DARK " are all destroyed , and the four Set cards that were destroyed by " Numeron Storm " are returned to Yuma and Nash ' s field . As " Numeronius " was destroyed and sent to the Graveyard , Thousand activates the effect of the " " in his Extra Deck . " Numeronia " Special Summons itself to Thousand ' s field ( 100000 / 100000 ) in Attack Position and attaches " Numeronius " in Thousand ' s Graveyard to itself as an Overlay Unit . " Numeronia " cannot attack , but the opponents must attack it if able , and if they do not , they will automatically lose during their End Phase . Yuma and Astral perform another ZEXAL Morph , this time into ZEXAL III . Yuma activates his face - down " Session Draw " , allowing him to draw a card during Nash ' s next Draw Phase . Should Nash and Yuma draw monsters with the same Level , Nash can Xyz Summon an Xyz Monster using those two cards only . Turn 8 : Nash < br > Nash performs a Chaos Draw and draws " Panther Shark " , while Yuma performs a Destiny Shining Draw due to " Session Draw " and draws " Zexal Weapon - Tornado Bringer " . Using the effect of " Session Draw , " Nash overlays the Level 5 " Panther Shark " and " Tornado Bringer " to Xyz Summon " " ( 2400 / 1400 ) in Attack Position . Yuma activates his face - down " Utopia Rising " , Special Summoning " Utopia " ( 2500 / 2000 ) from his Graveyard in Attack Position and equipping " Utopia Rising " to it . " Utopia Rising " will allow " Utopia " to use any effects Xyz Monsters Nash controls that would be activated by detaching Overlay Units . As an Xyz Monster was Special Summoned to their field , Nash activates Yuma ' s face - down " Bonds of Hope " , letting him Special Summon an Xyz Monster from his Graveyard and attach " Bonds of Hope " and all the Overlay Units of an Xyz Monster he controls to another Xyz Monster he controls . Nash Special Summons " Numeron Dragon " in Attack Position and attaches " Bonds of Hope " and the Overlay Units of " Abyss Splash " to " Utopia " . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here . Differences from the preview . In the episode preview , a non - Chaos symbol for " Number 1000 " was shown in red . This was not present in the episode , and " " has not been shown to have a base form . This may have been an error , as Nash in the preview says " Chaos Number 1000 " instead of " Number 1000 " in reference to the symbol .