Barian Emperor Onslaught The Barian Emperor Onslaught is the sixth and final arc of the " Yu - Gi - Oh ! ZEXAL " anime succeeding the Mythyrian Numbers War and the third arc under the " Yu - Gi - Oh ! ZEXAL II " name . Story Setting . With the Human World and Barian World merging together , the Seven Barian Emperors , who are now free to attack Earth directly , began the final battle of the Interdimensional War , while Yuma Tsukumo and his allies initiate plans to oppose the Seven Barian Emperors and prevent Don Thousand from destroying the Astral World . Story . Arclight Brothers Maneuver . Assembling Data . Nash and the other Barian Emperors appear before Yuma and the others , revealing his true allegiance . As Yuma denies this , his key and Nash ' s emblem suddenly react to each other , causing them to see each other ' s memories . With Yuma falling unconscious as a result , he and the others are able to escape thanks to the arrival of Roku , Kaze and other duelist s that Yuma have encountered in the past , who decide to duel against the emperors , along with Bronk , who stays behind to face Marin and Quattro , who faces Nash . Vector , however , decides to watch the duels from a rooftop , in order to gauge Nash ' s power . Meanwile , Marin summons her Number 10X , . Quattro summons his Giant Grinder , but Nash summons his new " Number " card , , using its effect to turn Giant Grinder into one of its overlay units . Quattro manages to reclaim Giant Grinder and uses Rank - Up - Magic Argent Chaos Force , a card made by his family , to evolve him into Number C15 : Gimmick Puppet Giant Hunter , and destroy ARK . However , Nash , along with the other Emperors , use their power to perform a Barian ' s Chaos Draw , which shocks Vector . The six emperors draw " Rank - Up - Magic - The Seventh One " , which allows them to evolve their Number 10X into Chaos Number s , with Nash using his to evolve " ARK " into " " . Quattro manages to survive Nash ' s attack and uses " Argent Chaos Force " to evolve his " Gimmick Puppet of Strings " into " " and destroys " Silent Honor DARK " in an attempt to reach Shark ' s feelings . However , Nash uses the effect of " Silent Honor DARK " to bring it back and restore his own life points . He then enrages Quattro by showing him footage of his allies as they are defeated by the Barian Emperors one by one and sent to Barian World . Quattro comes to loses all hope that he could save Nash and Nash claimed he could bury the last link to " Reginald " by defeating Quattro , but was pleased that Quattro ' s hatred had been reignited as his voice adopted a more demonic tone . As the Duel continues , Quattro proceeded to Rank - Up " " into " " , but Nash countered its Automatic Win condition by attaching an Overlay Unit from " Silent Honor DARK " to it via " Overlay Award " . Using " Cross Draw of Destiny " , Nash Summoned " Silent Wobby " to Quattro ' s field and absorbed it with " Silent Honor DARK " , defeating Quattro with a boost from " Power Stream " . As Quattro was sent to the Barian World , he remarked he ' d be going to hell before Nash , who responded that he ' d be joining Quattro there as soon as the conflict was over . The other Emperors regrouped and Nash ordered them to split and find the remaining " Number " holders - Yuma , Astral , Kite , Trey and Quinton . Meanwhile , Yuma regains consciousness and learns what happened to his friends . As Yuma tries to think of a way to stop the Barians without fighting his friend ( Nash ) , Kite states that " Shark " was now their enemy and they could not avoid a fight now . Yuma insisted they couldn ' t fight their friend , but Kite pointed out that Quattro was dead because of him and he was their friend too . Astral suggests that they may be able to return them to normal if they defeat Don Thousand . However , Kite told them he couldn ' t go and that he had something to do departing on Orbital ' s motorcycle form , while Trey and Quinton become determined to avenge Quattro . With Yuma and Astral preparing to head off to Barian World alone , Cathy encourages Tori to go with them , while Trey and Quinton prepare to face off against Mizar . Tachyon Dragon Imprisoned . As Mizar takes on both Trey and Quinton at once , Vector uses the separation of the Barian Emperors to put Alito and Girag under Don Thousand ' s control , as part of his plan to usurp Nash , even when Alito calls Vector a fool for reviving Don Thousand . Meanwhile , Caswell and Cathy tell Yuma ' s family where he has gone . Meanwhile back with Quinton , he informed Mizar that he was the one who had taught Kite how to Duel , which seemed to intrigue Mizar . The Duel began and Quinton immediately brings out " Number 9 : Dyson Sphere " . The immense monster ' s presence warning Dumon and Marin to the Duel ' s start and they quickly joined Mizar , who told them he was fine and to go search for Yuma and Kite . Quinton and Trey used the power of their bracelets ' crest s to generate a Sphere Field , trapping the three Barian s . Mizar summons " Number 107 : Galaxy - Eyes Tachyon Dragon " and destroys " Dyson Sphere " . In their respective whereabouts , Kite and Yuma dwell on Trey and Quinton ' s situation . Meanwhile , Girag alerts Nash to Yuma ' s exodus in order to trick him , and Nash promptly returns to Barian World to pursue him . Back to the Duel , Trey summons " Atlandis " and attempts to use " Dyson Sphere " to gain its ATK , but Mizar uses a trap to negate this effect . But the brothers have planned for this , and use " Rank - Up - Magic Argent Chaos Force " , ranking " Atlandis " up to " Chaos Number 6 : Chronomaly Chaos Atlandis " and attacking " Tachyon Dragon " . Mizar ' s trap is destroyed to preserve " Tachyon Dragon " , allowing Trey to equip " Tachyon Dragon " to " Chaos Atlandis " . Mizar called this the first time he had been humiliated and used Barian ' s Chaos Draw to draw " The Seventh One " . He intended to Rank - Up " Tachyon Dragon " , but quickly realized he could not , as it was not on his field or in his Graveyard or Extra Deck , but equipped to his opponent ' s monster . Admitting he had underestimated them , Mizar played defensively using " Heliosphere Dragon " and two Trap Cards . This was enough to survive Quinton ' s combo of " Chaos Atlandis " and " " , though his Life Points remained at only 1 . Mizar also recovered " Tachyon Dragon " this way , enabling him to summon " Neo Tachyon " . The brothers attempted a counter with " Monopole Chain " and " Atlandis Invitation " , but the effect of " Neo Tachyon " rewound time and rendered them useless . Meanwhile , Girag captures Nash during their travel and brings him to Don Thousand , saying that he couldn ' t allow Nash to duel Yuma , " in the name of Don Thousand . " Before their defeat , Quinton activated a communications link with Yuma and told both him and Mizar where Kite had gone . He had discovered tablet detailing a legend regarding the " Galaxy - Eyes " dragons . Believing them connected to the Numeron Code , he journeyed to the moon . Quinton told Yuma to remember the end of this Duel as a warning at how powerful the Seven Barian Emperors could be . As Yuma sobs , Mizar orders his direct attack . As they were defeated , they told Yuma they ' d always be with him in spirit . The Sphere Field encasing the Duel ' s area fades as the souls of Quinton and Trey stream towards the Barian World and Mizar sends them off , saying " farewell , proud brothers . " Vector vanishes through a portal , grinning . Kite ' s " Photon Dragon " card glows as he nears the moon . Mizar sees his own " " card is also glowing . Dumon asks if Mizar plans to go to the moon , with Mizar responding that his greatest enemy waits there . The Sundered Seven Emperors . Alito ' s Revival . Yuma has fallen to his knees after witnessing defeat of Quinton and Trey , sobbing . Tori tries to comfort him , but Astral tells him he must lift his head high - everyone has placed their trust in him . He says he knows as the airship continues on its way . Alito in a red light streams towards the Different Dimension Airship , passing over the deck before circling back . " " materializes and punches the front of the airship , knocking Yuma and Tori overboard , with Astral following . Sometime later , they regain consciousness and find themselves in the between dimensions somewhere . Alito then materializes challenging Yuma to a Duel to settle their score , but the latter refused to fight him and compared Alito to Nistro as they were both hot - blooded Duelists who shouldered the hopes of children . When Astral mentioned his ruins , Altio remember his days a gladiator and was idolized by children . However , Don Thousand told him not to listen to the duo and reminded him that his past ended in tragedy . Alito then turned into his Barian form and trapped Tori in thorny vines to forced Yuma to Duel him . As Alito uses " The Seventh One " to bring out , Astral notices he is being possessed by Don Thousand . Don Thousand reveals his presence to Yuma and Astral , and reveals that by extracting the 7 Mythyrian Number s from the Number ruins , they released the seal placed on him . He also reveals to them that he reincarnated the 7 humans depicted in the ruins of the Legendary Numbers as the Seven Barian Emperors , because their souls were connected to their corresponding Legendary Numbers . Despite taking a lot of damage from Alito ' s attack , Yuma senses that his passionate dueling still resides within him . Wanting to bring Alito back to his old self , Yuma summons " Heroic Champion - Excalibur " , but his attack is stopped by Alito , who then summons " " , which he equips to Comet Cestus . Yuma brings out " " , which reawakens Alito ' s memories of his past life , in which he was allegedly betrayed by his best friend and sentenced to death . Yuma then uses Lion Heart ' s power to have Alito discard , dispelling Don Thousand ' s hold on him . Although no longer under control and freeing Tori , Alito demands that they see their duel through to the end as he still holds hatred over his past . Alito brings back " Rhapsody in Beserk " and uses " Barian ' s Force " to evolve it into " " and equip it to " Comet Cestus " to negate Lion Heart ' s effect , but Yuma manages to survive thanks to his trap card . Feeling Alito may be under a different curse altogether , Astral encourages Yuma to destroy Comet Cestus with Lion Heart and win the duel . This in turn shows Alito the true nature of his memories , in which Don Thousand had taken control of Alito ' s friend , causing him to turn against Alito so he could be revived as a Barian Emperor . Having learned the truth , Alito decides to join Yuma in help defeating Don Thousand . Vector ' s Scorn . Within an inflamed Sphere Field , Nash is tangled in dark tentacles , being confined by Don Thousand . A screen appeared before him , and he witnessed as his sister and Dumon are confronted by Vector when they arrived . Vector informed them he intended to unite the power of the Seven Emperors . Dumon responded that the seven were already united , but Vector corrected him , saying he would absorb their powers for himself . He revealed that he had released Don Thousand , who tells them that the Seven Emperors were simply his pawns to ensure the restoration of his power . Dumon pointed out that applied to Vector too , but Vector claimed that with Thousand ' s power , he was a god himself . Dumon suggested Marin flee to inform the others , but Vector clarified that Alito and Girag were working for him , yet adding that Alito had sided with Yuma now . Vector then challenged the two emperors , who have no other options , in a Battle Royal style . As Duel begins , Marin and Dumon combined " " and " " to destroy Vector ' s " " . However , Vector Summoned " " and equipped " Dark Mist " to it before recovering his Life Points using the Continuous Spell " Don Thousand ' s Throne " , which drew its power from Nash , who is held captive within a Sphere Field , which in turn increased the monster ' s ATK and deals damage to Marin . Vector revealed his " point " system and the fact that he attempted to kill Nash and Marin previously . They also learned of the soul transfer . Marin , enraged by Vector ' s words , uses " The Seventh One " to bring out " " . Even though they were able to use their combo , with Dumon evolving his Number up with Rank - Up - Magic - The Seventh One , Vector managed to survive , and used Damage Pot to inflict damage to defeat both Emperors in a vicious assault . Dumon activated Sacred Shield to negate the damage and boosted Ragnafinity ' s attack power , but it also resulted in his death due to the card ' s side effect . However , even with his sacrifice , Marin was defeated leaving both of their souls to be absorbed by Vector . Meanwhile , Yuma ' s group is stopped in their tracks by Girag . Alito dueled Girag , and while he lost in the end , he managed to break Girag of Thousand ' s influence . Later , Vector attempted to murder Yuma and Girag , but Girag pushed Yuma out of the way and took the hit for him . As a result , Girag ' s , Alito ' s and Ponta ' s souls were absorbed into Vector . Vector was about to face off against Yuma , but he sensed Nash escaping from the prison he incarcerated him in and returned to the Barian World to Duel him . Galaxy Dragon Showdown . On the moon , Mizar challenged Kite to one final showdown to decide who obtains the to the Numeron Code and the right of becoming the true " Galaxy - Eyes " master . Even though Kite won , he conceded the title to Mizar . He was then entrusted with the key and told to follow his own path , as Kite died from his sustained injuries and oxygen deprivation . Nash vs . Vector . In the Barian World , Vector summoned the arena of his Number Ruins to utilize as a battleground for his rematch against Nash , who raced through the Barian World and confronted the duplicitous Barian Emperor . The two began their Duel , and eventually Yuma , Astral , and Tori arrived and observed the match . Vector summoned the souls of Girag , Dumon , Alito and Marin and fully absorbed their powers , giving himself a tremendous boost in strength . After Nash managed to usurp control of " " from Vector and boost its ATK to 3200 , he used it to destroy Vector ' s " " . Due to Vector ' s " Mythyrian Number " destroying his " Number 10X " Vector ' s original memories were revealed ; he was a benevolent prince , but was corrupted by Don Thousand . Yuma and Tori encouraged Vector to realize that his real self was kind just like " Ray Shadows " . Vector feigned repentance and gave Nash an opportunity to defeat him . Nash relented and attacked , but Vector attempted to have Nash defeated although he failed and revealed his actions were a deception and that he was aware that Don Thousand had altered his memories . Having enough of Don Thousand calling him a " pesky God " he used his newly obtained powers to incinerate Don Thousand , seemingly obliterating him . Vector then Summoned " " which he can Summon after absorbing the souls of his fellow Emperors and almost defeated Nash with it , but he Summoned " " and defeated Vector . The Final Interdimensional Battles . Don Thousand Emerges . Even after being defeated in the rematch , Vector tried using his remaining power to destroy everything . However , his plan was interrupted by Don Thousand , who revealed himself to be still alive . Thousand revealed he was released from Vector now and the powers Vector believed to be his , are from Thousand himself and began to absorb Vector . Vector tried to resist but was rescued by Yuma , who grabbed his hand . Astral , Tori and even Nash warned Yuma to stop , with the latter adding that Vector will just betray Yuma again , but Yuma decided to trust Vector . Vector feigned his Ray Shadows persona again and attempted to drag Yuma with him , but Yuma did not relent and believed Vector can return to his " Ray Shadows " persona . Realizing Yuma trusted him , Vector sacrificed himself to protect Yuma and was absorbed by Thousand . Mizar arrived and gave Yuma " " while telling Nash that the Barian Emperors were created by Don Thousand to fulfill his agenda of being revived and decided to confront the Barian deity , who manifested his true form . Mizar attempted a One Turn Kill on Thousand , but Mizar was quickly defeated by his own card and his soul was devoured by Thousand . After defeating Mizar , Thousand revealed his true machination : Since he could not discover where the Numeron Code was , except that it was on the Earth , he fused the Barian World and Earth together to obtain dominion over the Numeron Code . Thousand challenged Yuma and Nash to a Duel , with the Numeron Code allowing Thousand to open a portal to the Astral World and directly attack it when Yuma and Nash took damage . During the Duel , it was revealed that Thousand had activated " Numeron Network " as a Field Spell Card to " modify " Mizar ' s cards in the previous Duel , and demonstrated this power again by effortlessly countering the Summon of " Number 39 : Utopia " . Don Thousand Summoned four " Numbers " , " , " " , " " and " " which , powered by " Numeron Network " , almost defeated the duo with a One Turn Kill . When this failed , Thousand Summoned " " in another attempt to inflict 50 , 000 damage . However Astral located where the true form of Numeron Network resided and began to materialize it on the battlefield for Nash to destroy , but at the expense of Astral ' s life , as the energy of the Numeron Code would implode on him , however Eliphas took Astral ' s place and gave him a card before perishing . After Nash was able to destroy " Numeron Network " , Thousand Summoned " " , which deprived the triumvirate of their most powerful monsters . Thousand also revealed that due to the recoil of his engagement against the Original Number , Astral ' s power was split and became fifty of the " Numbers " . Those cards scattered across the Earth , designating the location of the Numeron Code . After that , seven of those " Numbers " suppressed 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 ) . However the arrival of Kite ' s spirit allowed them to summon " " , which they used to defeat " Numeronius " . Finally , Thousand Summoned " " which almost guaranteed his victory , but a combination of powered by the effects of " " and " Numeron Dragon " , allowed the monster to acquire 204 , 000 ATK points to vanquish Thousand . Barian ' s Top Guardian vs . ZEXAL Wielders . Before dying , Don Thousand asserted that his true curse had not been dispelled while transferring his remaining power and " Numbers " to Nash who challenged Yuma to a final rematch for the Numeron Code . When they were resuscitated , they find themselves in a small room surrounded by pillars , while Baria and Astralite crystals floated around . Before them is a winding staircase , which leads straight into the Astral World , the Astral Tower visible . Yuma says it cannot be . Turning , Yuma observes another staircase leading to Earth - which is still fused with the Barian World . Yuma questions what is going on - they should have protected the world by defeating Thousand . Nash appears behind them in human form , saying that Earth and the Barian World are still merged - and they are currently in a small location between that merged world and the Astral World . Yuma mutters " Shark . . . " Nash explains that right now , the two worlds are pulling against one another . If it keeps up , the two worlds will collide , resulting in the Astral World ' s destruction . Yuma says he does not understand - they defeated Don Thousand . Astral turns to Nash and says " it cannot be because you . . . " . Nash confirms Astral ' s thoughts - this is the result of him absorbing Don Thousand ' s power . Yuma questions why he would do that and Tori inquires if Don Thousand ' s was not his enemy too . Nash reminds them that he is a Barian warrior - making him their enemy , regardless of Thousand ' s corruption . Nash comments that the Astral World was created by the souls throughout the universe that desired to Rank - Up . By attempting to do so , they banished everything they perceived as " evil " , which included Chaos , resulting in the creation of the Barian World . Nash compares his world to the Astral World ' s table scraps , but asserts he cannot abandon it . His comrades are in the Barian World - friends who can never be replaced . Yuma begins to argue , but Nash claims it does not matter - Astral ' s mission is to use the Numeron Code to extinguish the Barian World . Yuma says there must be a way to let both worlds coexist . Nash says that is impossible . Astral agrees , revealing that the Astral World has become so debilitated that if the worlds became one , it would simply vanish . Nash muses that they can travel down one path or the other - only one world will survive . Yuma questions if they really fought all this time for it to end like this . Nash claims it is their fate . Yuma refuses to believe it - he knows that everyone can learn to understand one another . Yuma recalls that Don Thousand ' s spell has not been broken yet . Nash says that it can never be broken . Looking up at the three suns that now occupy a space in the sky , he explains that though Thousand interfered with the lives of the other Barian Emperors and altered their memories , he did nothing to Nash . He reveals that he became a Barian of his own volition , because of the people he was close to already having been taken to that world upon death . Yuma is in disbelief . Nash says that he still considers Yuma and Astral friends , but if they stand in his path , he will take them down - he cannot abandon the other Barians . He claims that Thousand ' s true curse is Nash ' s very existence . Yuma stutters , but Nash continues , saying that when he decided to become a Barian again , Reginald " Shark " Kastle died . He demands they settle things once and all , angrily yelling both Yuma and Astral ' s names . Yuma mutters " Shark . . . " , but Astral says they should do it - they have always found their answers in Duels . Yuma agrees and sets his D - Pad , while Nash Barian Battlemorph s and Yuma dons his D - Gazer . They all yell " Duel ! " . Yuma questions Astral if they will really find an answer in this Duel - is there a future they can discover that will rescue everybody ? Tori mutters the names of both Yuma and Astral . Astral tells him there may be a way to solve all their problems - the Numeron Code . He reminds Yuma that the winner of this Duel will become its owner - and it can rewrite the past and future . Yuma asks if he is serious . Astral says he is - everything that has occurred could be restored . Yuma muses that they may be able to use the Code ' s power to revive everyone who was killed . He questions Astral if that is a real future though . What kind of future would result from their running away from all the times they had together - the moments that they fought tooth - and - nail against their foes and grew closer to one another ? Yuma says they fought to grasp their own future . Astral agrees with him - there wouldn ' t be any value in a future not won . Astral reveals that before he would have used the Code without any hesitation , but he ' s not so sure now - that is why they must Duel . Astral says this Duel will be his own " kattobingu " . Yuma agrees - they will be able to find a solution through this Duel . Yuma tells Astral to " kattobingu " , while Yuma figures things out . Nash summoned the seven " Chaos Over - Hundred Numbers " to create his ultimate ace card , " CXyz Barian Hope " . This monster wielded the power of all seven of the " Chaos Over - Hundred Numbers " and allowed Nash to use each of their effects once per turn by either detaching an Overlay Unit or paying 400 Life Points . Nash continually paid his Life Points , as he did not wish to sacrifice his comrades again , as their souls were bound to the Overlay Units . Though Nash used the effect of all the " Chaos Over - Hundred Numbers " , Yuma and Astral narrowly avoided defeat . Yuma and Astral performed ZEXAL Morph , but at that point , the worlds began to drift closer to one another . They were rescued by Kazuma Tsukumo and Vetrix , who used their powers to erect barriers between the arena and the colliding worlds . They urged the combatants to continue the Duel . Yuma activated " Rank - Up - Magic Astral Force " to create " " . " Barian Hope " would have been destroyed , but Nash countered with " Overlay Menace " to protect the other Emperors and " Xyz Trip " to negate the attack . Nash attempted a counterattack , but Yuma ' s activation of " Weaker Overlay " and " Damage Reactor " allowed " Utopia Beyond " to destroy " Barian Hope " . Nash set up the return of " Barian Hope " with " Reincarnation of the Seven Emperors " before Summoning " Black Ray Lancer " in an attempt to defeat Yuma . Yuma countered with the effect of " Utopia Beyond " , Summoning " Utopia " again . Yuma says that " Utopia " and " Black Ray Lancer " are on the field now . He adds that he remembers a Duel like this that they had a long time ago ( scenes from their Duels in episodes 10 and 84 are shown here ) . Yuma says that though they clashed again and again , they always talked during the Duels too . Nash claims Yuma was just a pest back then , someone who meddled in things that didn ' t concern him and bluntly shoved his way into people ' s hearts . Yuma tells Nash that even now , they are still friends . He asks if they cannot go back to the way things were . Nash responds that it ' s impossible - neither of them are the same as they used to be . Yuma questions if he really believes they can no longer understand each other . Nash says Yuma doesn ' t get it - they already understand each other . Nash explains that he ' s known how Yuma feels for a long time and how he felt when they fought . Yuma mutters " Shark . . . " , but Nash continues that even friends that understand each other may stop being friends . Nash adds that there are people who believe in him and that are still fighting by his side . The spirits of the other Barian Emperors , Iris and the soldiers of the United Lands of the Poseidon Ocean appear around him as he vows that he cannot betray them by losing . Yuma mutters " lose . . . " and thinks back to the Door telling him that he could obtain a new power - but the price would be losing that which is most important to him . Astral turns to Yuma and Yuma thinks about what it is he would lose . Nash tells Yuma to come at him and Yuma wonders if what he ' ll lose will be Shark or Astral . He determines it must be neither - as he would never allow himself to lose either of his best friends . Nash weakened " Utopia " with " Friller Rabca " and brought out " Submersible Carrier Aero Shark " as well , but Yuma survived with " Damage Take - Over " . Using ZEXAL , Yuma and Astral created " ZW - Sylphid Wing " , but Nash revived " Barian Hope " using " Rebirth of the Seven Emperors " at the expense of his Rank 3 monsters . Yuma pushed the attack , but Nash used " Draw of Fate " to negate the attack and force both players to draw a card . If the player did not use the drawn card by the end of this turn , they would automatically lose . Nash used Barian ' s Chaos Draw to draw " Glory of the Seven Emperors " , while Yuma used Shining Draw to draw " Double or Nothing ! " Yuma canceled his attack after activating " Double or Nothing ! " , knowing that defeating Nash would be to sacrifice Yuma ' s rapport for his enemies , just as the Door had predicted . Nash had known he would play " Double or Nothing ! " , but this action was not predicted . " Glory of the Seven Emperors " would have allowed him defeat Yuma had Yuma done anything else , but canceling his attack resulted in Nash ' s Life Points becoming 0 . Nash encouraged Yuma never to abandon what is most important to him - his ability to believe in others and his pure heart . He mused that he would not witness the future they would create though . The " Numbers " flooded from Nash ' s body and were absorbed by Astral . Nash told Tori to never let Yuma out of her sight and called Yuma and Astral the best friends he ' d ever had . He informed them that he considered this final Duel to be his greatest - and also the most enjoyable . Nash succumbed to his wounds after this , fading away . Ceremonial Battle : The Emissary of Astral vs . The Zero - to - Hero of Earth . With the final Duels against Don Thousand and Nash ending in their defeats , the countless souls trapped in the Barian World were released and rain down on the Earth . As a result , Yuma is able to reunite with all his friends , who had risked their lives to safeguard the future of the planet . However , with all the " Number s " now in Astral ' s possession , the Numeron Code finally appears , changing everything . Astral claims he must use it to annihilate the Barian World . Yuma asks if he is serious and Astral tells him that the Barian World is the root of all Chaos - it cannot be left as it is . Yuma inquires if the Astral World has changed yet . He says there is no point to the future if they have to keep sacrificing things . He wonders if Astral learned anything from all this - if they keep fighting , they can figure out a better approach . Yuma wonders if Astral would really give up this easily . Astral replies that his answer will not change . Yuma asserts he will never let Astral do something like that . Astral asks what Yuma plans to do , then . He replies that he will Duel him . Astral wonders if he means to wager the future that the Code will create on the Duel . Yuma confirms this , but Astral reminds him that he possesses each and every last " Number " . He claims no one in the universe can defeat him now . He wonders how Yuma can still intend to fight . Yuma demands that if he wins , he will listen to Yuma . Astral agrees , but tells him that if he wins , he ' ll destroy the Barian World and delete every last memory of Astral from Yuma ' s mind . Yuma still agrees , so Astral tells him they will Duel tonight at the station square . Thus , they were both given time to prepare for the duel . Once preparations were complete , they meet at Station Square and the final Duel commenced . As the Duel started , Astral Summoned " Utopia " , along with its upgraded forms : " Number C39 : Utopia Ray " , " Number C39 : Utopia Ray V " , " Number C39 : Utopia Ray Victory " and " Number 39 : Utopia Beyond " . After a direct attack from " Utopia Ray V " , Yuma was discouraged , but Astral encouraged him to continue . Yuma did so in one turn , summoning " Gagaga Cowboy " and " Gagaga Samurai " in with a few support cards to destroy Utopia ' s 4 evolved forms , and almost OTK Astral , had it not been for Heat & Heal . Astral deduces from Yuma ' s previous comment on the 5 utopia monsters being more impressive then he expected that his partner predicted beforehand that he would be facing all 5 of them at once , and developed a way to beat them , and continued his onslaught with the original Utopia . Yuma attacked the Number with Gagaga Cowboy , causing Astral out of precaution to negate the attack , only to find out it was a risky but successful bluff from Yuma to use Moon Bumper , with the astral being proceeding to complimenting his partner on his play and the way he evolved as a duelist . Yuma tries to reason with Astral , telling him to remember that his duel with Eliphas delivered the Astral World from the forced destiny of existing solely to rank - up , only to Astral to reveal that he has never forgotten all their moments together , which he cherished , but then abruptly declaring he will fulfill the pact he and Yuma signed together , using Rank - Down - Magic Hope Fall to summon Number 39 : Utopia Roots , before proceeding on with his relentless attack on Yuma using Overlay Accel to attach Kite and Shark ' s Numbers to Number 39 as materials to allow him to attack multiple times , thinking to himself he won ' t forget all those who fought at his side . At this point the duel is at a standstill . Yuma admitted to Astral that he truly enjoyed Dueling , as it allowed him make new friends . He questioned Astral on what he will do after he collected the " Numbers " . Astral replied that he will complete his mission and return to the Astral World . Yuma then questioned what Astral will do after that . He replied that he did not know . Yuma said that he knew his future is bright , but if he did get the chance to show it to Astral , he may not be there . He managed to make a comeback by using " Master Piece " performs a Shining Draw on his own to use his fallen Xyz Monsters to Special Summon " " , declaring he found a path for his own future , as Astral deduces for sure that Yuma is in fact a part of himself he lost during his ancient Fight with Don Thousand . Yuma activated its effect to usurp control of Astral ' s Number 39 : Utopia Roots " and attack him with it . Astral then used " Hyper - Rank - Up - Magic Ultimate Force " to use " Utopia Roots " to Xyz Summon " Number 99 : Utopic Dragon " . Yuma tried to take control of Astral ' s new monster with " Utopic Future " , but Astral used its effect to negate that effect and destroy all other monsters . Yuma protected " Utopia Roots " with its own effect ; however , he would take damage equal to the ATK of the " Utopia Beyond " that was destroyed . He saved himself with the second effect of " Utopic Future " by reducing the damage to 0 . On the next turn , Yuma tried to take control of " Utopic Dragon " again by attacking it , but Astral negated the effect of " Utopic Future " once more and Yuma prevented his monster ' s destruction . Yuma activated " Kattobingu Challenge " to let " Utopic Future " attack again , as well as " Braving Memory " to increase its ATK to 4000 500 for each Number card in Astral ' s graveyard , and protecting it from being destroyed by battle . This allowed it to destroy " Utopic Dragon " . " Braving Memory " also granted " Utopic Future " another attack , but Astral used " The Door of Destiny " to negate the attack , while also reminding Yuma that he will be defeated if he does not destroy it . Yuma reminded Astral that this was where they first met ; he also realized that the most important thing he would lose was Astral . He hesitated , but Astral said that he had a card to help him win . Yuma realized what his friend meant , finished the Duel by activating " Double or Nothing ! " to continue his attack and defeat Astral . With his defeat , Astral reconsidered his mission , and after the two friends share a heartwarming goodbye , he used the Code for different purposes : The Seven Barian Emperors were revived by Astral , but they were once again humans as they were in the past . He also used its powers to revive Kite Tenjo , Ponta and Eliphas to restore peace to the Earth . According to Eliphas , Astral fused the Barian World and Astral World using the reality warping artifact . Thus the Different - Dimension War concluded with peace and harmony between the three realms .