Yu - Gi - Oh ! ZEXAL - Episode 006 " Flipping Out , Part 2 " , known as " Traitorous Numbers ! ? " in the Japanese version , is the sixth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on May 16 , 2011 and in the United States on November 19 , 2011 . Summary . Flip has just summoned " " from Yuma ' s Extra Deck using Ultra C then a shock of " Utopia " causes Flip to fall down , And a dark aura appears around him " Utopia " says " Let the Number take hold " as the Number 39 appears on his right hand . Astral falls to his knees and lights appear around him circling him and now Astral is in a cocoon , Yuma realizes that in a Number Duel the winner gets to absorb the losers Number , And if that happens Astral will disappear . Yuma decides the only way to win is to take down " Utopia " , But for that he needs a Number monster . Luckily he has two and " . He has only the Level 4 Gagaga Magician and the Level 2 " Flelf " he can ' t do anything at the moment so reluctantly Yuma ends his turn . Flip begins his and uses " Utopia " to attack " Flelf " bringing Yuma ' s LP down to 1900 and he set s a monster and ends his turn . Yuma begins his turn by summoning the Level 3 " Rai Rider " and then using " Gagaga Magician " ' s effect to change its Level to 3 . He then overlays " Gagaga Magician " and " Rai Rider " to Xyz Summon " " Flip activates his Trap Card " Traitor Fog " , changing control of " Leviathan Dragon " to his side of the field . This causes Astral to disappear fully into the cocoon and the Number 17 to appear on Flip ' s left hand . Elsewhere , Bronk and Tori are checking out the photos on a laptop that show Yuma playing pranks on them and crushing flowers . Tori zooms into the photo and realizes that it was a cut and paste . They both decide they need to find Spencer , who was in one of the photos . Tori decides to phone him . He answers but doesn ' t tell them where her is and ends the call . But the chimes Tori heard gave away his location . Back at the duel Yuma asks Flip why he ' s so mean , Flip replies saying " I ' m not mean , the world is , and I learned it the hard way , Yuma ! See , I was always like this . I was a sap like you . " Flip then remembers how he became like this , Back when he was just entering the Duel Monsters world . As a small child older children took advantage of his ignorance towards dueling to cheat him out of his cards through Ante Duels , saying they would accelerate his improvement when the stakes were higher . He eventually found out , running home in tears and vowing revenge . Later on he dueled them and took all of his cards back and respect from them . Flip says that dueling is all about winning which Yuma says that it ' s not it ' s about having fun and doing the best you can do . Bronk and Tori are still looking for Spencer and they can ' t find him . And realize the only place neither of them has checked is the old gym , Tori and Bronk run in and shout " Spencer " , Spencer then loses concentration and hits the dominoes with the one he was placing causing all of them to fall . He says that Flip said he would give him an Xyz Monster if he stayed in there all day setting the Dominoes up for him . Tori and Bronk then realize that Flip sent out the photos and asked Spencer to hide out in here so he couldn ' t tell anyone the picture were fake . Then understand why Flip did it , He wanted a Duel with Yuma . Back at the duel , Yuma thinks that he needs to summon " " and looks at " Release Lease " in his hand and sacrificing Baby Tiragon to get a Level 3 Monster in his hand . Yuma is about to , But Astral says " Protect Tiragon " . Yuma switches Baby Tiragon to Defense Position and sets a card . Flip begins his turn and comments that it will be the last . Elsewhere Bronk and Tori are still searching for Yuma then they decide to look in the mall . Back at the duel , Flip uses " " abilty raising its ATK to 2500 the same as " Utopia " . He flip summons " Flipangutan " and uses it ' s effect to turn " Baby Tiragon " into attack mode and uses " Leviathan Dragon " to attack it . Luckily , Yuma has a plan and uses the trap card " Half Unbreak " to protect his monster from being destroyed this turn , But still takes damage , Yuma ' s LP are at 1100 and Flip sends " " to attack " Baby Tiragon " Yuma ' s monster is still safe but his LP are now at 300 . Flip then uses the spell " Book of Flip " to flip " Flipangutan " face - down which means next turn he ' ll use it ' s effect and wipe out Yuma ' s LP . Bronk and Tori arrive and see the differences between Yuma and Flip ' s LP 300 and 2500 . He then draws " Stinging Swordsman " not the defense he was hoping for , Flip notices that it wasn ' t the card Yuma needed and says that it ' s hopeless and he ' s got a weak Xyz Monster on his field , Yuma disagrees saying " Points don ' t make the monster " and remembers what Astral said " Protect Tiragon " and he summons " Stinging Swordsman " and Flip then says that monster won ' t even hurt me . Yuma replies that it will because Baby Tiragon is not so useless and ' cause " I ' m feeling the flow ! " Yuma activates " Tiragon " ' s effect by removing one Overlay Unit he can let the Level 1 " Stinging Swordsman " attack Flip directly and then he uses it ' s effect to return all of Flip ' s Spell and Trap cards to his hand , Flip drops to the ground as the Numbers influence leaves him and " Utopia " and " Leviathan Dragon " go back to Yuma ' s field and Astral to reappear . Astral stands up and calls for " Leviathan Dragon " to attack Flip ' s face - down monster , Which makes Yuma mad . But Yuma says that it was a good move and uses " Leviathan Dragon " to attack Flipangutan who was face - down , And uses " Utopia " to attack directly . Flip is sent flying backwards , as his LP drop to 0 and Yuma is the winner , Bronk and Tori cheer and congratulate Yuma , Astral also says " Nicely done " . Yuma walks over to Flip and goes to give him the " Baby Tiragon " card and says he ' s earned it , like his respect by not cheating . Flip thinks that this is a trick and Yuma is going to make him look a fool , Yuma says there ' s no way he could make Flip look like a fool not with those specs his wearing there pretty hip . Flip starts crying and says that ' s the nicest thing anyone ' s ever said to me , he stops crying and says he ' ll start over and tells Yuma he can keep the card . Which Yuma is happy about cause he did form a bond with it , And the card can be a symbol of their friendship , Which makes Astral say " Observation No . 9 Glasses are hip " . Elsewhere , Spencer is still putting up Dominoes and has one left . He goes to put it down , but accidentally hits one with his shoe causing them all to fall . Featured Duel : Yuma Tsukumo vs . Flip Turner . " Duel continues from the previous episode . " Turn 5 : Flip Flip draws . " " attack s and destroy s " Flelf " ( Yuma : 3600 → 1900 LP ) . Flip Set s a monster . Turn 6 : Yuma Yuma draws " Rai Raider " and subsequently Normal Summon s it ( 3 / 1200 / 1400 ) in Attack Position . He then activate s the effect of " Gagaga Magician " to change its Level to 3 ( " Gagaga Magician " : 4 → 3 ) . Yuma overlays " Gagaga Magician " and " Rai Rider " in order to Xyz Summon " " ( 3 / 2000 / 0 , ORU : 2 ) in Attack Position . As Yuma Special Summoned a monster to his side of the field , Flip activates his face - down " Traitor Fog " to gain control of " Leviathan Dragon " . Yuma ' s hand is shown to contain " Half Unbreak " , " Release Lease " , and " Ganbara Knight " . He switches " Baby Tiragon " to Defense Position and Sets a card . Turn 7 : Flip Flip draws . He then activates the effect of " Leviathan Dragon " , detach ing an Overlay Unit ( " Leviathan Dragon " : 2 → 1 ORU ) to increase its ATK by 500 ( " Leviathan Dragon " : 2000 → 2500 ATK ) . Flip then Flip Summon s " Flipangutan " ( 4 / 800 / 1600 ) . Flip then activates the Flip Effect of " Flipangutan " to switch " Baby Tiragon " to Attack Position . " Leviathan Dragon " attacks " Baby Tiragon " , but Yuma activates his face - down " Half Unbreak " to prevent the destruction of " Baby Tiragon " by battle this turn and halve any Battle Damage taken from battles involving it ( Yuma : 1900 → 1100 LP ) . " Utopia " attacks " Baby Tiragon " , but the latter isn ' t destroyed ( Yuma : 1100 → 300 LP ) . Flip activates " Book of Flip " to flip " Flipangutan " face - down . He intends to uses the Flip Effect of " Flipangutan " next turn . Turn 8 : Yuma Yuma draws " Stinging Swordsman " and subsequently Normal Summons it ( 1 / 300 / 600 ) in Attack Position . Yuma then activates the effect of " Baby Tiragon " to detach an Overlay Unit ( " Baby Tiragon " : 3 → 2 ORU ) and target " Stinging Swordsman " in order to let it attack directly this turn . " Stinging Swordsman " attacks directly ( Flip : 2500 → 2200 LP ) . As it successfully attacked directly , Yuma activates the effect of " Stinging Swordsman " to return all face - up cards in Flip ' s Spell & Trap Card Zone to his hand . Since " Ultra C " and " Traitor Fog " have left the field , their second - to - last effects return " Utopia " and " Leviathan Dragon " to Yuma ' s side of the field . Yuma ' s hand contains " Overconfidence " , " Ganbara Knight " , " Release Lease " , and " Double or Nothing ! " . " Leviathan Dragon " attacks and destroys Flip ' s face - down " Flipangutan " . " Utopia " then attacks directly ( Flip : 2200 → 0 LP ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .