Yu - Gi - Oh ! ZEXAL - Rank 039 " The Evolving Number ! ! " is the thirty - ninth chapter of the " Yu - Gi - Oh ! ZEXAL " manga . This chapter was first printed in Japanese in the 4 / 2014 issue of " V Jump " , released on February 21 , 2014 , and in English in the 02 / 24 / 2014 issue of " Weekly Shonen Jump " . Summary . Shark gasps in pain as the point of Kyoji Yagumo ' s sword pierces his chest and he wonders what just happened . He remembers that a few minutes ago , he ' d ended his turn with " Bahamut Shark " and " " , ready to have " Bahamut Shark " attack directly on the next turn . Yagumo mocks Shark , calling him scary and he observes that Shark was always good at playing the bad guy , though it won ' t work now . Yagumo declares his turn and he draws . He claims that it ' s time to make the show truly enjoyable for their audience and he activates the Field Spell Card " Soul Arena " . Ghostly specters surround both Duels , and Yuma Tsukumo asks what is going on . Astral tells Yuma to look at the audience , who begin to chant " Kill him ! Show us blood ! " Yagumo tells Shark that they had better satisfy the fans and he Summons " Tristan , Knight of the Underworld " , then Special Summon s " Isolde , Belle of the Underworld " from his hand since he controls " Tristan " , which activates the effect of " Tristan " to increase its ATK by 300 , to 2100 since Yagumo controls a Zombie - Type monster . Then Yagumo activates the effect of " Isolde " ; twice per turn it can change the Level of any Zombie - Type monster to a value between 4 and 8 . He changes the Levels of both " Tristan " and " Isolde " to 8 , and then he overlays them ; their energy forms taking the shape of specters . Yagumo chants " Souls wandering between life and death ! Visit your dark grudge upon this land ! Xyz Summon ! Show yourself ! Number 23 , Rank 8 ! Lancelot , Ghost Knight of the Underworld ! " The card forms from a blank " Number " and " Lancelot " appears with 2000 ATK . Shark is surprised at the relatively low value , and he asks if Yagumo made the " Number ' s " ATK low on purpose . Yagumo warns Shark not to underestimate him , claiming that the power of the " Number " is increased by giving it low ATK . " Lancelot " attacks Shark directly , much to his surprise , reducing his LP to 2000 . The memories end as the remains of Shark ' s monsters explode . Shark asks what happened to " Bahamut Shark " and " Nightmare Shark " , and Yagumo explains that " Lancelot " can attack his opponent directly ; if it does so , he destroys any monsters Shark controls with equal or less ATK than twice that of " Lancelot " : 4000 or less . " Lancelot " can also use an Overlay Unit to negate a card Yagumo ' s opponent activates , and he claims that it ' s easy to surpass Shark now . Shark wonders if " Lancelot " is a " Number " that infinitely evolves . In Dr . Faker ' s lab , Luna is torn away from the screen by Tokunosuke . She protests that this isn ' t the time , but Tokunosuke claims that rather than his backside , his knees gave out in shock . Luna asks why as she joins Tetsuo , but she raises a hand to her mouth in shock to see Faker ' s corpse seated on his throne . Meanwhile , Orbital 7 has just woken up from a dream involving Kaito , but he panics when he remembers that Yagumo took Kaito . He quickly begins searching for Kaito ' s signal in their lab , and he finds him Dueling Yuma controlling " Galaxy - Eyes Full Armor Photon Dragon " . Orbital immediately takes off to their location in his glider mode . At the top of Heartland Tower , Kotori , Takashi , Cathy and Cologne have all reached Haruto ' s room , only to be greeted by the sight of the room exposed to open air - there ' s no " there " up there . Cologne pulls Takashi ' s hair and blames the poor class rep for not noticing that the top of the tower was gone . Cathy states that it looks destroyed , and Kotori wonders where Haruto went . They see something coming towards them , and it crashes into the tower , leaving a smoldering crater . Orbital groans that his circuits still need work , and Cologne cries that it ' s Kaito ' s little sea monkey . Orbital angrily asks who she ' s calling a sea anemone , but Kotori breaks them up , asking if Orbital knows where Haruto is , and explaining that Haruto is being held hostage , so Kaito and Yuma have to Duel . Orbital salutes and vows that he will do everything that he can to assist them . Luna has just explained to Astral , Yuma and Shark that Dr . Faker is dead . Yuma asks Kaito if he knew , and Kaito simply states that with Faker dead , there ' s no way to heal Haruto . Yagumo agrees and he claims that he made a promise with Kaito to allow him to see the real Haruto . He explains that Haruto ' s soul is trapped in the Astral World , and declares that this world will soon end and transition to a new stage with the Astral World ; then Kaito can see Haruto ' s soul in the real world . Astral ponders the statement and Yuma asks Kaito if he really believes Yagumo ; he ' s just using him and Haruto , while he and Astral are the ones who are really on Kaito ' s side ; they ' re his friends . Kaito repeats the statement , and Yuma clarifies that they Dueled one another and ate together , and Kaito even saved Kotori ; if that ' s not friendship , what is ? He tells Kaito to wake up , and Kaito asks Yuma how an inferior Duelist can call himself his friend . He snaps at Yuma not to make him laugh and he tells him to prove it in this Duel . Yuma says Kaito ' s name and Astral agrees that Kaito is a friend , but a rival first and foremost . To win his trust , they must show sufficient proof . Yuma agrees , and he tells Kaito that he ' ll give him a Duel that makes them admit that they ' re friends . He declares his turn and draws , Summoning " Gagaga Magician " , and Special Summoning " Kagetokage " since he controls a Level 4 monster . He overlays his two Level 4 monsters to Xyz Summon and he chants , " Come forth , warrior of love and hope ! ! " He tells Kaito that he ' s gonna jet . At Shark and Yagumo ' s Duel , Yagumo declares that he has the invincible " Lancelot " on his field , while Shark ' s field is empty . Shark will have to win on his next turn or lose . Shark gets up and he asks Yagumo to tell him one thing ; what made him fall this far ? Yagumo hesitates , but then he agrees that he does want Shark to know what happened to him . Shark grins that this should be good , and he asks if it was hell . Yagumo ' s hand shakes and he admits that indeed it was . Shark ' s face loses his grin as Yagumo claims that his little brother died by his own hand . Featured Duels . Yuma Tsukumo vs . Kaito Tenjo . " Duel continues from the previous Rank . " Turn 4 : Yuma Yuma Normal Summon s " Gagaga Magician " ( 1500 / 1000 ) . He then Special Summon s " Kagetokage " ( 1000 / 1500 ) from his hand with its own effect . Yuma overlay s his two Level 4 monsters to Xyz Summon " " ( 2500 / 2000 ) in Attack Position . " Duel continues in the next Rank . " Ryoga " Shark " Kamishiro vs . Kyoji Yagumo . " Duel continues from the previous Rank . " Turn 2 : Kyoji Kyoji activate s " Soul Arena " . He Normal Summon s " Tristan , Knight of the Underworld " ( 1800 / 0 ) . He then Special Summon s " Isolde , Belle of the Underworld " ( 1000 / 0 ) from his hand as he control s " Tristan " . " Tristan " gains 300 ATK for each other Zombie - Type monster on the field ( " Tristan " 1800 → 2100 ) . Kyoji then activates the effect of " Isolde " twice , changing the Level s of " Tristan " and " Isolde " to 8 . He overlay s his two Level 8 monsters to Xyz Summon " " ( 2000 / 1500 ) in Attack Position . Kyoji attack s Shark directly with " Lancelot " ( Shark 4000 → 2000 ) , and activates its effect to destroy Shark ' s " Bahamut Shark " and " " , as they have less ATK than twice the ATK of " Lancelot " . " Duel continues in Rank 42 . " Featured cards . The following cards appeared in this chapter . Cards in italics debuted here . Trivia . The trio of cards used by Kyoji in this chapter are all based on historical / legendary characters placed in the second circle of cell in Dante ' s Inferno .