Yu - Gi - Oh ! ZEXAL - Episode 144 " Last First Duel " , known as " The Ceremonial Battle ! ! Yuma vs . Astral " is the one hundred and forty - fourth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on March 9 , 2014 and on Hulu on February 8 , 2015 . Summary . Nash ' s body glows with purple energy and he thanks Yuma and Astral , calling them his best friends . He admits that their Duel was the greatest Duel he ' d ever played until the final second - and the greatest Duel he ' d ever enjoyed . The " Number s " fly from his chest and are absorbed by Astral . Tears in his eyes , Yuma calls out " Shark ! " , but Nash only fades away . Yuma screams out in anguish , but they find themselves back in Heartland , at the spot where Mr . Heartland was defeated . Vetrix and Kazuma reappear in the merged worlds and Vetrix remarks that the worlds are drifting apart now ( in the dub , Vetrix remarks that Yuma saved the day ) . Kazuma agrees , watching the Astral World drift off and stating that the three worlds have been saved . He seems concerned about his son though . Nevertheless , he thanks Vetrix for his help , calling him " old friend " . Vetrix muses that with this , he ' s paid back a bit of the debt he owed ( in the dub , Vetrix comments that pushing two planets back must have been hard work ) . Kazuma mutters his name , but Vetrix simply says " farewell , Kazuma " and fades away . Kazuma thanks him once more . Yuma is on his knees , still sobbing . Astral simply stares , worried . Behind Tori , a blob of light appears and from it emerges Flip . He mutters " ura " several times , then wonders what ' s happened ( in the dub , Flip mutters that he does not want to Duel a monkey ) . He sees Yuma and Tori and smiles . Tori calls out his name . All around the city , the defeated Duelists reappear in the same spots they were defeated at - Bronk , Anna , Nelson , Roku , Kaze , Dextra and Nistro appear first . Astral muses that since the the fusion between Earth and the Barian World is undone , the stolen souls are returning . As he does so , Quattro reappears and then so do Trey and Quinton . Quinton remarks that Yuma must have pulled through , then . Yuma calls out Flip ' s name , while Flip sobs that it ' s all thanks to Yuma . Yuma wonders if everyone is back , then . Hart , Lillybot , Caswell and Cathy run towards him from one direction , while Bronk comes from another . Overhead , Anna and Nelson appear riding Anna ' s cannon . Each of them calls out Yuma ' s name in turn and he yells back " everyone ! " Yuma is ecstatic that everyone is safe . Bronk warmly remarks that it ' s just like Yuma to come through like that . Anna says she believed in him the whole time ( in the dub , Anna congratulates Yuma for defeating the Barians ) . Yuma tells them that they deserve credit too . Hart calls out to him and asks if they won . Yuma closes his eyes , his expression pained . Hart mutters his name , while Yuma finally says " he isn ' t alive , Hart . " He says that in the end , he couldn ' t save everyone and thinks of Kite , Shark and Rio . He wonders what the point of Dueling was if he couldn ' t save them all . Tori mutters his name . Astral floats up into the air and begin glowing an even lighter shade of blue . The " Numbers " fly out from him and form a blue Sphere Field above their heads . The others vanish and around Yuma and Astral the planets of the solar system come into view . The bursts up from the ground roaring and flies at the Sphere Field . Astral tells Yuma that the one hundred " Numbers " they gathered are all present now . After the energy from the dragon hitting the sphere fades , the Numeron Code floats before them . Astral calls it the card that has written the history of both the past and future . Astral muses that his final mission is upon them - he must use the Numeron Code to rewrite the whole of history . Yuma asks what he means and Astral replies that the Barian World still exists . Yuma is incredulous , unable to believe Astral would do this . Astral claims he must annihilate the Barian World . Yuma asks if he ' s serious and Astral tells him that the Barian World is the root of all Chaos - it cannot be left as it is . Yuma asks 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 way . Yuma wonders if Astral would really give up this easily . Astral replies that his answer will not change . Yuma claims he ' ll never let Astral do something like that . Astral asks what Yuma plans to do , then . He replies that he ' ll Duel him . Astral wonders if he means to wager the future that the Code will write 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 ' ll 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 ' ll fight tonight at the station square . Astral vanishes into the Emperor ' s Key and the planets fade , with Yuma finding himself back with his friends . Bronk asks Yuma what ' s happened , while Cathy wonders where Astral has gone . Flip and Tori echo these concerns . Later , Yuma sits at home , working on his Deck . He believes this Deck will be able to beat Astral and remarks that it will be their first and final Duel ( in the dub , Yuma also doubts himself if he can beat Astral ; the two of them fought together as friends and now they will have to face each other ) . He glances back at the Emperor ' s Key , hung on the wall . He muses that there ' s still things Astral doesn ' t understand about him and vice - versa . Within the key , Astral stands on top of the Different Dimension Airship . Kazuma appears behind him , saying he sent Astral to take care of Yuma - and they exceeded his expectations ( in the dub , Kazuma tries to cheer up Astral ; this isn ' t the look of someone who saved the galaxy . He also thanks Astral for what he had done for Yuma ) . Astral tells him he isn ' t done yet - he still has the duty to use the Numeron Code ( in the dub , Astral confesses that he forced Yuma into a Duel he did not want to do ) . Kazuma calls that conflict " the future of you kids " and says he won ' t intervene . Astral asks if everything went according to his plan . Kazuma replies that he ' s not so sure ( in the dub , Astral asks Kazuma if he did not care if Astral broke Yuma ' s heart ; Kazuma replies with , " maybe , maybe not " ) . Astral asks if he noticed , then . Kazuma responds with his own question , asking if he ' ll really fight Yuma . Astral tells him he will - with everything he ' s got ( in the dub , Astral is puzzled by Kazuma ' s carefree personality , while Kazuma states that the Duel may be about more than just the Barian World ) . Still staring at the cards he ' s arranged , Yuma wipes his eyes and tells himself to get a grip . He realizes that Astral will have " " and all the other " Numbers " . He hears a scream and suddenly Anna comes barreling through the wall of his room on her cannon , knocking his father ' s artifacts off the wall . She apologizes , admitting the brakes on her cannon are pretty bad ( in the dub , Anna comments that Yuma wasn ' t using that wall anyway ) . Taking the mask that fell onto his face off , Yuma asks what she was thinking . Caswell , Cathy , Flip and Nelson emerge from the window , while Tori and Bronk come in through the ladder . Yuma wonders what they ' re all doing here . Downstairs , Kari remarks at what a mess they ' ve made . Haru tells her they ' ll need more Duel rice and Lillybot calls Yuma an idiot ( in the dub , Kari is disappointed that Yuma ' s friends may have to stay for dinner , while Kari says she made enough seconds and thirds ; Lillybot chimes in with " fourths , fifths , and sixths " ) . Haru says Yuma has made many friends in a short amount of time . Kari wonders if Dueling was really to thank for it . Haru says she thinks so and suggests Kari start Dueling and find herself a husband . Kari seems mortified at first , but admits that might not be too bad ( in the dub , Haru suggests that Kari start Dueling to make her own friends to improve her social life ) . Yuma and his friends now gather on the roof . Yuma informs them he ' s rather busy building his Deck . Nelson claims he ' s come with a " lavish banquet " ( " cavalcade " in the dub ) of cards and holds out his own Deck , " Superdimensional Robot Galaxy Destroyer " visible on the bottom . As he looks around , Yuma sees everyone offering their cards to him - " Antidote Nurse " , " Tin Archduke " , " Flipangutan " , " Superdreadnought Rail Cannon Gustav Max " and " Cat Girl " . Caswell and Bronk tell him that Astral ' s Deck has all the " Numbers " and Flip thinks that in order to fight it , they ' ll need to combine their strength . Tori urges him to let them fight Astral together . Nelson says they are all indebted to Astral , while Anna asks which cards Yuma would like to use ( Nelson ' s and Anna ' s remarks are cut from the dub at this point ) . Yuma thanks them , but tells them he has to Duel with his own strength . He believes that if he can ' t fight this Duel by himself , it wouldn ' t have a point . Tori mutters Yuma ' s name , but Bronk says he understands - this will be his first and last Duel with Astral ( in the dub , Bronk still respects Yuma ' s decision , but tells him not to run crying if he loses ) . He urges Yuma and Astral to beat on each other as hard as they can . Yuma agrees , but tells them he will fight with everyone ' s feelings in mind , finishing with " kattobingu " . Later , Yuma walks with Tori . She remarks that it ' s odd - Astral was always with them when they ' ve walked this way ( in the dub , Tori is excited about the Duel ; Yuma will be Dueling against his best friend ) . Yuma doesn ' t answer , but eventually comes out of it and tells Tori that she ' s watched them Duel all this time . He wants to talk to her about something alone before the Duel . Tori mutters his name ( in the dub , Yuma makes Tori promise to keep a secret he is about to tell her ) . A short time later , Yuma and Astral stand at the station square . Astral asks if Yuma ' s finished his Deck . Yuma replies that it ' s perfect ( in the dub , Astral asks Yuma if he is ready ; Yuma replies that he ' s ready to win ) . Yuma ' s friends have all gathered and Nistro and Dextra also arrive . Dextra asks if Yuma and Astral are fighting at last and wonders what Yuma ' s thinking . Nistro replies that he ' s probably going to try to hit Astral with everything he has . Anna tells Yuma to do his best , while , Caswell wishes them both good luck ( in the dub , Caswell hopes that Astral would win ) . Flip simply says " ura , ura " , while Cathy cheers Astral ' s name ( in the dub , Flip yells , " good luck ! " and Cathy encourages Yuma to " show [ his ] fangs " ) . Tori thinks to herself that none of them realize the true point of this Duel . Up on the top of a nearby skyscraper , Trey , Quinton and Quattro stand . Quinton says there ' s a strange gravitational field in the air over the city now and believes that the Numeron Code ' s appearance has caused it ( in the dub , Quinton remarks that they should feel privileged to watch the Duel , but he cannot help but feel uneasy about something concerning it ) . Trey and Quattro muse that they ' re Dueling over the Code itself then . Trey calls it the " ultimate card " that can rewrite the past and future . Quinton stares up at the moon and hopes that with the power of the Code , the one soul that has not returned will be able to . He mutters Kite ' s name . Quattro wonders what Yuma and his friends would intend to do with the Code if Yuma wins . Quinton replies that he ' s not sure , but that the answer should become clear through the Duel ( the conversation about the Numeron Code is cut from the dub ) . Astral thinks back to his times with Yuma and believes that this day has been coming ever since they met . He tells Yuma that this is their first - and final - Duel . Yuma says he knew they ' d eventually have to go their separate ways , but he didn ' t think it would turn out like this ( Astral remembering his times with Yuma is cut from the dub ) . They agree to begin and Yuma yells " kattobingu ! " Yuma activates his D - Pad and dons his Duel Gazer , while Astral ' s D - Pad materializes on his arm and his yellow eye glows . The two yell " Duel ! ' Yuma says he ' ll go first and draws . He Normal Summon s " Gogogo Golem " and Set s three cards to end his turn . Astral thinks to himself that Yuma has brazenly Summoned " Gogogo Golem " in Attack Position . Astral draws and then activate s a Continuous Spell Card called " Parallel Unit " . He explains that it will be treated as a Monster Card of the same Level as a monster his opponent control s . A spectral " Gogogo Golem " appears on the field . He then activates another Continuous Spell Card - " Solid Overlay " . He reveals that it can be used as an Overlay Unit for the Xyz Summon of a Rank 4 monster . Dextra seems surprised that an Xyz Summon has been set up already . Astral overlays his two Level 4 monsters to Xyz Summon " Utopia " in Attack Position . Astral says his battle starts here and that he ' s entrusting his wishes to the white wings of the " messenger of light " . Nelson remarks that Astral is going full force right away . Yuma stares , finding it odd to be fighting against " Utopia " . Astral then activates " Double - Rank - Up - Magic Utopia Force " , explaining that it lets him target two Overlay Units attach ed to " Utopia " and Special Summon two Xyz Monster s whose Ranks are 1 or 2 higher than that of " Utopia " and use those Overlay Units as Units for the new monsters . He declares " Double Rank - Up Xyz Change " . The Overlay Units fly off into two new Overlay Network s and Astral Special Summons " " and " " . Yuma is shocked to see three forms of " Utopia " so quickly . Astral tells him he is coming at him now and activates the effect of " Utopia Beyond " , which reduces the ATK of his opponent ' s monsters to 0 during his Battle Phase . " Utopia Beyond " fires a blue laser , prompting " Gogogo Golem " to fall forward onto its hands as its ATK becomes 0 . Bronk says Yuma is in big trouble and Cathy remarks that he ' ll get " scratched " by the attacks of the three " Utopia " forms ( in the dub , Cathy wonders how Yuma will claw himself out of this mess ) . Yuma activates his face - down " Guardraw " , explaining that it lets him change a monster to Defense Position and draw a card . Trey is impressed , while Quattro says he ' ll be able to hold off two attacks this way ( in the dub , Trey is the one who makes Quattro ' s original comment ; Quattro praises Yuma for the play ) . Quinton believes Astral will have a counter . Astral orders " Victory " to attack " Gogogo Golem " . He activates the effect of " Victory " , detach ing an Overlay Unit to negate the effects of his opponent ' s monsters during battle and prevent the activation of Spell and Trap Card s . Astral declares " Rising Sun Double Victory Slash " . " Gogogo Golem " is destroy ed . Yuma activates his face - down " Guard Go ! " , revealing that during a turn where a " Gagaga " , " Gogogo " or " Dododo " monster he controls is destroyed , he can use this to revive that monster . " Gogogo Golem " reappears and Yuma specifies that he can then Special Summon up to two " Gagaga " , " Gogogo " or " Dododo " monsters from his hand . He Special Summons " Gagaga Magician " and " Dododo Warrior " . Astral admits that Yuma had a better defense prepared than he expected . He orders " Utopia Beyond " to destroy " Gagaga Magician " , while having " Utopia " do the same to " Dododo Warrior " . Yuma is pleased he managed to avoid damage . Astral asks if he really did and activates a Quick - Play Spell Card - " Rank - Up - Magic Dark Force " . Yuma is shocked to see a second " Rank - Up - Magic " . Astral explains that when an Xyz Monster he controls destroys an opponent ' s monster by battle , this card lets him send that Xyz Monster to the Graveyard to Xyz Summon two Xyz Monsters whose Ranks are 1 and / or 2 Ranks higher , but their effects will be negated . He sends the Rank 4 " Utopia " to the Graveyard to Xyz Summon the Rank 5 " " in Attack Position and the Level 6 " " in Defense Position . Yuma is surprised , but Astral tells him he ' s not done yet . He activates another Quick - Play Spell Card - " Grave Chaos " . As an Xyz Monster was sent to the Graveyard , this lets him Special Summon a " C " Xyz Monster with the same Rank with its effects negated . He Special Summons " " . Finally , Astral activates the effect of " Utopia Beyond " , letting him detach an Overlay Unit to banish an Xyz Monster he controls to Special Summon " Utopia " from his Graveyard and gain Life Points equal to half its ATK . He banishes " Force Focus " to Special Summon " Utopia " and increase his Life Points to 5250 . Yuma stares at the five " Utopia " forms in awe . Nistro is surprised at what an intense Duel this is already . Dextra wonders what Astral is planning , though . Trey says Yuma is holding on , but Quattro thinks it ' s a match he really can ' t win ( in the dub , Trey comments that the Duel is unfair on Yuma ' s end ; Quattro calls this an understatement ) . Nelson muses that this is what Astral is like when he ' s truly serious , while Anna calls his approach overkill . Cathy makes a cat pun , calling it " purr - tty scary " ( in the dub , Cathy wonders what got into Astral ) . Bronk finally remarks that something is off about Astral . Tori thinks back to what Yuma had told her earlier - Astral will destroy the Barian World if he wins . Yuma tells her not to tell the others about this . She asks why and he replies that it doesn ' t matter if Astral wins or loses - this Duel has to happen . He wants the others to remember Astral as a good guy when this is all over . In the present , Astral orders " Utopia " to attack " Gogogo Golem " . Yuma reminds him that once per turn , " Gogogo Golem " can ' t be destroyed by battle while it ' s in Defense Position . The attack rebounds off of " Gogogo Golem " and Astral says he was aware of that , but that he still has attacks left . He tells " Utopia Ray " to attack with " Rising Sun Chaos Slash " . " Gogogo Golem " explodes and Astral orders " Utopia Ray V " to attack Yuma directly with " Rising Sun Star Slash " . Yuma is thrown back violently and lands face - first in the dirt , his Life Points falling to 1400 . Trey and Quattro are surprised Astral is really trying to crush Yuma this way . Bronk asks if this isn ' t overkill and even Flip thinks this is insane . Tori stares and just mutters Yuma ' s name . Featured Duel : Yuma Tsukumo vs . Astral . Turn 1 : Yuma Yuma Normal Summon s and Set s three cards . Turn 2 : Astral Astral activate s " Parallel Unit " , which can be treated as a monster with the same Level as a monster Yuma control s . Astral chooses " Gogogo Golem " , treating " Parallel Unit " as a Level 4 monster . He then activates " Solid Overlay " , which can be treated as an Overlay Unit for the Xyz Summon of a Rank 4 monster . He overlays " Parallel Unit " and " Solid Overlay " to Xyz Summon in Attack Position . Astral activates " Double - Rank - Up - Magic Utopia Force " , letting him target a " Number 39 : Utopia " he controls that has two or more Overlay Units and Special Summon two Xyz Monster s from his Extra Deck that are one or two Ranks higher than it . He can then detach both of the Overlay Units from " Utopia " and attach one to each of the Summoned monsters . He targets " Utopia " and Special Summons and , both in Attack Position . Astral activates the effect of " Utopia Beyond " , reducing the ATK of " Gogogo Golem " to 0 during his Battle Phase ( 1800 → 0 ) . Yuma activates his face - down " Guardraw " , switching " Gogogo Golem " to Defense Position and letting him draw a card . " Utopia Ray Victory " attacks " Gogogo Golem " with Astral activating its effect , detaching an Overlay Unit to negate the effects of " Gogogo Golem " and preventing Yuma from activating Spell and Trap Card s until the end of the Damage Step . " Gogogo Golem " is destroyed . After the Damage Step , Yuma activates his face - down " Guard Go ! " , letting Yuma Special Summon a " Gagaga " , " Dododo " , or " Gogogo " monster that was destroyed this turn , along with two of those kinds of monsters from his hand . Yuma Special Summons in Defense Position from his Graveyard , along with and from his hand both in Defense Position . " Utopia Beyond " attacks and destroys " Gagaga Magician " and " Utopia " attacks and destroys " Dododo Warrior " . Astral activates the Quick - Play Spell Card " Rank - Up - Magic Dark Force " , letting him send an Xyz Monster he controls that destroyed a monster by battle this turn to the Graveyard in order to Special Summon an Xyz Monster that is one Rank higher in Attack Position , and an Xyz Monster that is two Ranks higher in Defense Position , both with their effects negate d . Astral sends " Utopia " to the Graveyard to Special Summon in Attack Position and in Defense Position . Astral then activates the Quick - Play Spell Card , " Grave Chaos " , letting him Special Summon a " C " Xyz Monster that is the same Rank as an Xyz Monster that was sent to the Graveyard during this turn ' s Battle Phase . Astral targets " Utopia " , and Special Summons in Attack Position . Astral activates the effect of " Utopia Beyond " , detaching an Overlay Unit to banish an Xyz Monster he controls to Special Summon " Utopia " from his Graveyard , and gain Life Points equal to half its ATK . He banishes " Force Focus " to Special Summon " Utopia " in Attack Position ( Astral 4000 → 5250 ) . " Utopia " attacks " Gogogo Golem " , but the effect of " Gogogo Golem " activates as it is in Defense Position , preventing its destruction by battle once per turn . " Utopia Ray " attacks and destroys " Gogogo Golem " and " Utopia Ray V " attacks directly ( Yuma 4000 → 1400 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .