Yu - Gi - Oh ! ZEXAL - Episode 117 " Now or Never , Part 2 " , known as " Kaito in a Frenzy - The Ultimate Teacher - Student Confrontation ! ! " in the Japanese version , is the one hundredth and seventeenth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on August 18 , 2013 . Summary . Yuma says he knew that Scritch Summon ed " " , but it is nowhere to be seen . Quinton wonders where it is , while Scritch chuckles and reminds him that it is right in front of him . Kite ' s vision starts to blur and Scritch remarks that his vision is failing . Kite gets a grip and wonders why he felt dizzy all of a sudden . Quinton asks him what ' s wrong , but his student replies that it ' s nothing . Scritch laughs to himself and Yuma curses at the Barian from his force field while looking for the " Number " Scritch Summoned . Suddenly , Yuma realizes that he can see the " Number " . Tori glances to the direction Yuma pointed . He clarifies that the " Number " is on Scritch ' s left shoulder , as a tiny green speck . Scritch praises his enemies for finally being able to see his " Number " ( in the dub , Scritch tells his enemies that big things come in small packages and they should wish they had never seen the " Number " after seeing its effects ) . He Set s a card and ends his turn . Quinton draw s " Micron Force " on his turn . He thinks that even though " Ninja Shadow Mosquito " has 0 ATK , it must have a powerful effect . As Quinton makes his move , he also thinks that he cannot know the tone of a bell unless he rings it ( Quinton does not make this metaphor in the dub ) . He attack s " Ninja Shadow Mosquito " with " " . The surprised Barian is caught in the resulting explosion . Yuma cheers ; Quinton may have inflicted a large amount of damage on Scritch . When the explosion clears , Scritch laughs and calls Quinton naive . He reveals that he activate d the effect of " Ninja Shadow Mosquito " . By detach ing an Overlay Unit , " Ninja Shadow Mosquito " cannot be destroyed by battle ; also , the damage Scritch took is reduced to 0 . He thinks to himself that the true terror of his monster has already begun as a pink speck on Kite ' s " Galaxy - Eyes Photon Dragon " glints briefly ( a shot of " Galaxy - Eyes " is cut from the dub ) . Quinton reminds himself on the effect of " Ninja Shadow Mosquito " , then thinks that the monster must have more effects than that and wonders what Scritch is planning ( in the dub , Quinton tells Scritch to enjoy this while he can because Kite will take him down ) . He Sets two cards and ends his turn . Kite asks Tori about the dimensional transporter ' s energy levels . She replies that the energy is at 72 % . Scritch laughs and deduces that Kite and Quinton need more time to send Yuma to the Astral World ( in the dub , Scritch says this should give him enough time to destroy the transporter ) . After Kite draws , he falters . Quinton is concerned , but Kite assures him he ' s fine . Scritch wonders if the poison he injected into Kite earlier is starting to work . As his vision continues to blur , Kite reminds himself that " Ninja Shadow Mosquito " can block battle damage and prevent its own destruction by battle by detaching an Overlay Unit . Because of this , it will take longer to hunt ( in the dub , Kite declares that it ' s been a while , but he will start " Number " hunting again ) . He attacks " Ninja Shadow Mosquito " with " Galaxy - Eyes " . He activates its effect , banish ing itself and the attack target until the end of the Battle Phase . If the target was an Xyz Monster , " Galaxy - Eyes " will then gain 500 ATK for each Overlay Unit that target had . " Galaxy - Eyes " stops short and Kite then realizes that it stopped attacking . Scritch calls Kite stupid and says " Galaxy - Eyes " got poisoned by a Hallucination Counter . He clarifies that when he used the effect of " Ninja Shadow Mosquito " on Quinton ' s turn , he also put a Hallucination Counter on " Galaxy - Eyes " . Monsters with Hallucination Counters have their effects negate d and cannot destroy " Ninja Shadow Mosquito " by battle ; also , the damage that Scritch would have taken is inflicted to his opponent . Since the Duel is a Battle Royal , Scritch can inflict the damage to either Kite or Quinton . Yuma exclaims that the damage " Ninja Shadow Mosquito " reflected back is 3000 . Tori says Kite or Quinton will lose if either one takes the damage ( their remarks are cut from the dub ) . Scritch chooses to inflict the damage to Quinton , since the huge size of " Dyson Sphere " is starting to bug him . " Galaxy - Eyes " turns on Quinton and fires its attack , but Quinton activates his Continuous Trap Card , " Micron Force " . This halves the ATK of a face - up monster on the field . He targets " Galaxy - Eyes " for this effect , which reduces its ATK to 1500 . " Galaxy - Eyes " continues its attack , which knocks Quinton back and reduces him to 500 LP . Scritch is annoyed that Quinton escaped defeat . Kite begins to ask Quinton if he is okay , but starts to succumb to the poison . He weakly reaches for two cards in his hand , Sets them and ends his turn . Scritch is pleased that his poison is starting to work on Kite . Quinton urges Kite to pull himself together , since this is no ordinary Duel ( in the dub , Quinton realizes that something is wrong with Kite , even if his student keeps insisting he is fine ) . Kite says he knows . Quinton tells him that he knows who will be defeated , before suddenly transforming into Scritch from Kite ' s perspective . Kite recovers and declares that he will defeat the Barian . Scritch taunts Kite on how he will defeat him . In reality , Quinton wonders what got into his student . From Kite ' s point of view , Scritch encourages Kite to try and defeat him . Kite yells that he will not only try , but he will beat Scritch and the " Number " to hell . Yuma and Tori wonder why Kite would try and defeat Quinton . Scritch is finally pleased that his poison took full effect . The poison , " Scientific Ninja Art : Dreamy Hallucination Technique " , causes its victim to see hallucinations . " Ninja Shadow Mosquito " appears to be pleased as well , while laughing with Scritch ' s verbal tic of " ka " ( the kanji of Scritch ' s ninja art is cut from the dub ; also , Scritch feels that his plan is a dream come true ) . Scritch Normal Summon s " Mosquito Commando " He Tribute s it to place a Hallucination Counter on a face - up monster . " Ninja Shadow Mosquito " fires a missile at Quinton ' s " Dyson Sphere " . It makes contact with the core of " Dyson Sphere " and the large monster ' s panels glow yellow . Now , " Dyson Sphere " will do as Scritch pleases . Scritch activates the Spell Card " Ninjitsu Art of Mosquito Combustion " . This inflicts 600 damage to all players for each monster they control with a Hallucination Counter . Kite takes the flames head - on , but Quinton activates his Set " Elastic Space " to redirect the 1200 damage to Scritch , while protecting himself from further effect damage this turn . From Kite ' s perspective , Scritch morphs into Quinton . Seeing his mentor in danger , Kite activates his Set " Power Exchange " , which decreases the ATK of a monster he controls by the amount of effect damage inflicted , while reducing the effect damage to 0 . The fireball stops short over Scritch ' s head , then makes a turn over to " Galaxy - Eyes " . " Galaxy - Eyes " takes the hit , with its ATK reduced from 1500 to 300 . Scritch calls this a close one and thanks Kite for saving him . Yuma is shocked that Kite reduced the ATK of " Galaxy - Eyes " to help his enemy and notes that Kite had been acting weird during the Duel . Scritch agrees with Yuma and says this was all thanks to the poison he injected Kite with before the Duel began . Yuma repeats , " poison ? ! " and Quinton says Scritch didn ' t have time to inject the poison into Kite ( in the dub , Quinton says he was with Kite before the Duel and he did not see Scritch inject the poison ) . Scritch reveals that the trap had already been set before Kite and Quinton came , thanks to a harmless insect bite ( in the dub , Scritch specifies that he injected Kite with the poison while he was telling Yuma about Astral ) . Yuma says he understands now . Scritch taunts Yuma for taking too long to notice ; girls will not like inattentive boys like Yuma ( in the dub , Scritch thanks Yuma for the compliment of being sneaky ) . A frustrated Quinton thinks " Galaxy - Eyes " is the key to their victory . Now that Kite is poisoned and hallucinating , Quinton must snap his student out of it . He closes his eyes and remembers a flashback . At Heartland Tower , Kite and Chris are Dueling . The supervisor warns Chris that this is enough . He and Kite were Dueling nonstop for the past week . Chris yells , " not yet ! " and activates his Set " Blasting the Ruins " , inflicting 3000 damage to Kite . He yells at Kite to stand up ; this Duel is not over . Chris yells at Kite again , but the supervisor intervenes ; even as an experiment for pushing Kite to Duel in order to wake up his latent survival instincts , this is too much . Chris denies the supervisor ' s statement . As long as a single LP remains , even if your heart stops beating , a true Duelist must fight until the very end . The supervisor warns Chris that if this keeps up , Kite ' s life will be in serious danger . Chris yells , " So be it ! " If Kite falls now , this means he was not ready to start with ; if he stands up , he has the will of a true Duelist . Chris continues to urge Kite to stand up . Back in the present , Quinton decides to snap Kite out of the hallucination . After drawing , Quinton attacks " Galaxy - Eyes " with " Dyson Sphere " . Tori questions why Quinton would attack Kite . Yuma says Kite only has 2000 LP ; if the attack goes through , he will be defeated . As " Dyson Sphere " charges up its panels , Scritch asks Quinton if he lost his mind after running out of ideas ( in the dub , Scritch remarks that Quinton is hallucinating too ) and if this is the end for Kite . Quinton urges Kite to awaken his Dueling instincts ( in the dub , Quinton yells that Kite does not have what it takes to win ) . Kite perks up , then his eyes glow red and blue . He recalls his training session he had with Quinton several years ago . After getting up , Kite ' s body was surrounded by a pink aura and he screams . In the past and present , Quinton congratulates Kite for awakening his instincts . " Dyson Sphere " looses its light beams on to " Galaxy - Eyes " , destroying it . Yuma and Tori look on in horror , while Scritch asks if the attack went through and laughs ( in the dub , he remarks , " One down , one to go " ) . When the smoke clears , Kite stands strong , with his LP reduced to 500 , to his friends ' relief and Scritch ' s horror . Scritch shakes and nervously asks why Kite is still standing . Kite reveals that he activated his Set " Prevent Reborn " , as an Attack Position monster was destroyed , to decrease the damage he took by 1000 . Yuma is glad that Kite broke free of the hallucination , while Scritch asks how Kite did it . Kite explains that his survival instincts as a Duelist were ingrained into his immune system . His blazing hot blood neutralized Scritch ' s poison by burning it away . As Kite speaks , the spot where Scritch bit him fades away . Scritch is in disbelief that Kite fought off the poison . Kite yells at Scritch that he made a mockery out of the Duel with his dirty tricks and he will pay because of that . He reveals the other effect of " Prevent Reborn " to Special Summon the monster that was destroyed by this battle . He Summons " Galaxy - Eyes " . Since " Galaxy - Eyes " left the field earlier , its Hallucination Counter is removed . Kite declares that he removed the traps Scritch set up . Tori exclaims Kite and Quinton did it ; now they can fight back . Yuma sighs in relief and says he was wondering what would happen if Kite didn ' t wake up . Quinton chimes in and adds that there ' s no way the attack would have woken up Kite , since he was the one who trained Kite to be a true Duelist . Yuma thinks on how awesome Kite and Quinton are ; their bonds have been built upon absolute trust . Thinking about the bond also makes Yuma remember the unbreakable bond he had with Astral ( in the dub , Yuma adds that his bond with Astral was taken away from him ) . Yuma curses at himself for thinking about Astral at a time like this . Quinton Sets two cards and ends his turn . After his Draw Phase , Kite attacks " Ninja Shadow Mosquito " with " Galaxy - Eyes " and activates its effect , banishing both itself and the attack target until the end of the Battle Phase . Kite ends his Battle Phase and both monsters return to the field , with " Galaxy - Eyes " gaining 500 ATK for each Overlay Unit " Ninja Shadow Mosquito " had . Now that " Ninja Shadow Mosquito " has no Overlay Units , Kite compares it to an ordinary mosquito with its wings torn off . Scritch activates his Set " Ninjitsu Art of Mosquito Repellent " in response ( the kanji of the ninjutsu art is cut from the dub ) . This lets him banish all " Mosquito " monsters from his Graveyard to have a monster without any Overlay Units gain 1000 ATK for each banished monster . Scritch banishes " Mosquito Commando " and three copies of " Mosquito Force " . As the " Mosquito " monsters are banished , they transform into swarms of smaller mosquitos . " Ninja Shadow Mosquito " flies up and is surrounded by the swarms , which take on a magenta aura . The swarms eventually form into a larger version of " Ninja Shadow Mosquito " , increasing its ATK to 4000 . Quinton muses that Scritch was hiding another trump card . Tori calls Scritch out for disliking large monsters . Scritch insists that he does , which is why he has to eliminate Kite and Quinton ( this exchange is cut from the dub ) . He reveals the other effect of " Mosquito Repellent " : the targeted monster is banished at the end of the turn , with its ATK inflicted as damage to both his opponents . A fuse below " Ninja Shadow Mosquito " starts to run down ; Scritch says that as soon as the turn is over , Kite and Quinton will be defeated . Yuma yells Quinton ' s and Kite ' s names and pushes against the force field . Kite reminds Yuma to remain still and he complies , with the force field fading away slightly . Quinton also tells Yuma not to move . Yuma starts to protest , but Kite and Quinton remind him that they ' re Dueling to send him to the Astral World . If they fail , the victory will be pointless . Scritch asks his opponents on what they are babbling about . The Battle Phase already ended and " Mosquito Repellent " was activated , meaning Kite and Quinton will lose . Even if Yuma made it to the Astral World , Scritch can just destroy the transporter to ensure he will not return ( in the dub , Scritch says if Kite and Quinton think they won ' t be defeated , they must still be hallucinating ) . Kite says Scritch is trapped in his own hallucinations and he will wake up the Barian from it . He activates the Continuous Spell Card " Eternal Spell " . This lets Kite use the effect of a Continuous Spell Card in an opponent ' s Graveyard . He chooses Quinton ' s " Hologram Projection " , which lets him Special Summon it as a monster with the same stats as a monster he controls . He targets his " Galaxy - Eyes " . Scritch calls " Hologram Projection " a cheap imitation of " Galaxy - Eyes " . It is destroyed when it is targeted by an attack or card effect . Kite and Quinton say that this is true , which is why they used it . Quinton activates his Set " Power Analysis " , which makes the ATK of a Machine - Type monster he controls equal to the ATK of another monster . He targets " Dyson Sphere " and " Galaxy - Eyes " , increasing the former ' s ATK to 4000 . Quinton also activates his Set " Paradox Synthesis " , which Tributes an Xyz Monster he controls and a monster an opponent controls to increase the ATK of another monster by the combined ATK of the Tributed monsters . Scritch exclaims , " You can ' t ! " , but Quinton continues by Tributing " Dyson Sphere " and " Hologram Projection " to increase the ATK of " Galaxy - Eyes " to 12000 . " Galaxy - Eyes " also grows in size , causing Scritch to shake in terror as it eventually dwarfs " Ninja Shadow Mosquito " . He repeats the ATK value in shock , but calls Kite ' s and Quinton ' s efforts useless , as the Battle Phase ended . Quinton asks the Barian if he ' s so sure , causing the latter to exclaim , " What ? ! " Kite activates " Miracle Galaxy " , since he took no damage during the last Battle Phase . Stars surround " Galaxy - Eyes " as Kite explains the effect of the card he just activated . He can conduct another Battle Phase , but only one monster may attack . Scritch yells , " What did you say ? ! " ( in the dub , Scritch begs for mercy by asking for a negotiation ) Kite says he will not listen to Scritch ' s repentance . He attacks " Ninja Shadow Mosquito " with " Galaxy - Eyes " and tells Scritch to burn in hell . Kite declares " Photon Stream of Destruction ! " and " Galaxy - Eyes " commences its attack . The attack knocks Scritch back and reverts him to his human form . As his LP hit 0 , Scritch asks how this should end before disappearing and leaving his " Number " card behind . Kite takes the card . Tori and Yuma cheer that Kite and Quinton won . Quinton calls the Duel splendid . Kite tells Quinton that this was all thanks to him . Tori screams and reports that the energy levels hit 100 % . Yuma turns his attention to the portal , which gives off yellow light . Quinton tells him that the time has come . Kite encourages Yuma to bring Astral back at all costs . Yuma nods , and yells something to Tori , but she cannot hear it ( in the dub , Yuma ' s speech is audible ; he asks Tori if she knows he ' ll come back ) . Tori yells to Yuma that he better come back . Yuma nods as blue light engulfs him completely and gets released into the sky . Tori says this is a promise . In between dimensions , Yuma promises Astral to bring him back and yells " kattobingu ! " . Featured Duels . Kite Tenjo and Quinton vs . Scritch . " Duel continues from the previous episode . " Turn 3 : Scritch < br > Scritch Set s a card . Turn 4 : Quinton < br > Quinton draws " Micron Force " . " " attack s " " , but Scritch activate s the effect of " Ninja Shadow Mosquito " , detach ing an Overlay Unit ( " Ninja Shadow Mosquito " ORU 3 → 2 ) to prevent its destruction by battle and reduce the battle damage to 0 . This also lets him place a Hallucination Counter on a face - up monster . He places one on " Galaxy - Eyes Photon Dragon " . Quinton Sets two cards . Turn 5 : Kite < br > " Galaxy - Eyes " attacks " Ninja Shadow Mosquito " , with Kite activating the effect of " Galaxy - Eyes " , but it does not work as the Hallucination Counter negate s the effects of the monster it is placed on . As it was targeted for an attack by a monster with a Hallucination Counter , the effect of " Ninja Shadow Mosquito " activates , preventing its destruction by battle and inflicting the battle damage to the opponent . As this is a Battle Royal , Scritch chooses to inflict the battle damage to Quinton . Quinton activates his face - down " Micron Force " , letting him target 1 face - up monster on the field and halve its original ATK . He targets " Galaxy - Eyes " ( 3000 → 1500 ) , then takes the battle damage ( Quinton 2000 → 500 ) . Kite Sets two cards . Turn 6 : Scritch < br > Scritch Normal Summon s " Mosquito Commando " ( 300 / 0 ) and activates its effect . Since he controls a " Ninja Shadow Mosquito " , he can Tribute " Blood Commando " to place a Hallucination Counter on a face - up monster his opponent controls . He chooses " Dyson Sphere " . He then activates " Ninjitsu Art of Mosquito Combustion " , inflicting 600 damage to each player for each monster they control with a " Hallucination Counter " . Quinton activates his face - down " Elastic Space " , inflicting the damage to the opponent instead and preventing himself from receiving effect damage for the remainder of this turn . Thinking the damage is actually being directed towards Quinton due to the hallucination he is currently experiencing , Kite activates his face - down " Power Exchange " , decreasing the ATK of " Galaxy - Eyes " by the damage that Scritch inflicted while reducing the damage to 0 ( 1500 → 300 ) . Turn 7 : Quinton < br > " Dyson Sphere " attacks and destroys " Galaxy - Eyes " . At this point , Kite frees himself from the hallucination that he was trapped in . Kite activates his face - down " Prevent Reborn " , reducing the battle damage by 1000 ( Kite 2000 → 500 ) and Special Summoning the destroyed monster . " Galaxy - Eyes " ( 3000 / 2500 ) is Special Summoned in Attack Position . As it left the field , the Hallucination Counter also leaves it . Quinton Sets two cards . Turn 8 : Kite < br > " Galaxy - Eyes " attacks " Ninja Shadow Mosquito " , with Kite activating the effect of " Galaxy - Eyes " , banish ing both monsters until the end of the Battle Phase . The Battle Phase ends and both monsters are Special Summoned , with the ATK of " Galaxy - Eyes " increasing by 500 for each Overlay Unit " Ninja Shadow Mosquito " had ( 3000 → 4000 ) . Scritch activates his face - down " Ninjitsu Art of Mosquito Repellent " , letting him banish " Mosquito " monsters in his Graveyard to increase the ATK of " Ninja Shadow Mosquito " by 1000 for each . He banishes three " Mosquito Force " and one " Mosquito Commando " ( " Ninja Shadow Mosquito " 0 → 4000 ) . Kite activates " Eternal Spell " , which allows him to target a Continuous Spell Card in his opponent ' s Graveyard and gain its effect . He chooses " Hologram Projection " in Quinton ' s Graveyard and uses its effect to target a monster on the field and Special Summon this card with the same name , Type , Attribute , Level , ATK , and DEF as that target . He targets " Galaxy - Eyes " for the effect . Quinton activates his face - down " Power Analysis " , which allows him to target a Machine - Type monster he controls and change its ATK to that of a face - up monster his opponent controls until the End Phase . He targets " Dyson Sphere " , changing its ATK to that of " Galaxy - Eyes " ( 2800 → 4000 ) . He then activates his face - down " Paradox Synthesis " , letting him Tribute a Level 5 or higher monster his opponent controls and an Xyz Monster he controls to increase the ATK of another monster by their combined ATKs . He Tributes " Dyson Sphere " and " Hologram Projection " to target " Galaxy - Eyes " ( 4000 → 12000 ) . As he took no battle damage during his Battle Phase , Kite activates " Miracle Galaxy " , allowing him to conduct a second one , but only one monster may attack . " Galaxy - Eyes " attacks " Ninja Shadow Mosquito " ( Scritch 8000 → 0 ) . Kite Tenjo vs . Quinton . Duel is shown from an unspecified turn . Kite control s no cards and has 3100 LP , while Quinton controls a Set card . Quinton ' s turn Quinton activate s his face - down " Blasting the Ruins " , inflicting 3000 damage to Kite ( Kite 3100 → 100 ) . The rest of the Duel is not shown . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .