Yu - Gi - Oh ! ZEXAL - Episode 102 " The Dark Mist Rises : Part 2 " , known as " Realm of Chaos - Numbers 96 the Incarnation of Insanity ! ! " in the Japanese version , is the one - hundred and - second episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on May 5 , 2013 and in the United States on March 22 , 2014 . Summary . The pendulum blade swings towards Yuma again , and he nearly falls from his platform . Recovering , he calls Vector ' s trick really low . Vector laughs and says that Yuma has a great view from where he is ( in the dub , Vector says that he is enjoying himself ) . Tori yells for Yuma to lay flat and he does so just as the blade swings through again . Number 96 asks if Astral understands that the Duel is fully in his control . Shark agrees , saying that in order to damage Number 96 , Astral must activate the temple ' s traps , which will target Yuma . Rio says it may as well be the same thing as Astral not being able to attack at all ( in the dub , Rio says that the traps will put Yuma in danger ) . Tori calls the strategy disgusting . Astral Set s two cards and ends his turn . Number 96 draws and proceeds to Normal Summon " Malicevorous Knife " . He explains that when its Normal Summoned , he can Special Summon a " Malicevorous " monster from his Graveyard . He Special Summons another copy of " Malicevorous Knife " . Number 96 tells Astral he ' ll see the power of the " Number " he got from these ruins now . He overlay s his two Level 2 monsters to Xyz Summon " " in Attack Position . Vector seems perplexed , saying this " Number " is giving him a strange feeling ( Vector ' s confusion is cut from the dub ) . Number 96 orders " " to attack " " , with Number 96 activating the effect of " Dark Mist " , detach ing an Overlay Unit to halve the ATK of " Utopia " and add that value to the ATK of " Dark Mist " . Thus , its ATK rises to 2350 , while that of " Utopia " falls to 750 . Number 96 asks what ' s wrong - isn ' t Astral going to use the effect of " Guard Robe Exchange " ? Yuma urges Astral to do so , saying Number 96 will take damage equal to the ATK change . Astral says nothing , while Number 96 cackles , saying that if Astral doesn ' t use it , " Dark Mist " will tear " Utopia " to shreds ( in the dub , Number 96 states that Yuma will be put in danger if Astral does not attack ) . Astral instead activates the effect of " Utopia " , detaching an Overlay Unit to negate the attack , declaring " Light Wing Shield " . Number 96 unveils the effect of " Djinn Buster " . By detaching an Overlay Unit , he can negate a monster effect and inflict 500 damage to Astral . " Djinn Buster " rushes at " Utopia " , shattering the " Moon Barrier " with a strike from its blades and shooting a beam from one which hits Astral for 500 damage , knocking him backwards . The attack of " Dark Mist " finally resumes and " Utopia " is destroy ed after being ensnared in tentacles , reducing Astral to 1900 Life Points . Saying he ' s not done , Number 96 orders " Djinn Buster " to attack directly , further reducing Astral to 600 Life Points with a strike from one of its blades . Yuma yells Astral ' s name , and then trails off , not knowing what he can do . Vector tells him that seeing him squirm like that has made his day . Number 96 ends his turn . Outside , Kite is flying towards the ruins using Orbital 7 ' s glider mode . He asks if Orbital is absolutely sure about this . Orbital responds that there was a change of spacial pressure at point thirty - four . Kite wonders if it ' s a Barian . Astral begins his turn , drawing and then activating " Xyz Treasure " , which lets him draw a card for each Xyz Monster on the field . Beams of light fire at Number 96 ' s two monsters and then return to Astral ' s D - Pad as he draws two cards . Astral Normal Summons " Explossum " , revealing that it can be equip ped to an Xyz Monster his opponent control s . He orders " Explossum " to equip to " Dark Mist " and it charges across the room , clinging to the leg of " Dark Mist " , its tail jetting sparks . Astral clarifies that when the monster equipped with " Explossum " has no Overlay Units , " Explossum " will explode and destroy the monster . Astral says that " Dark Mist " has only one Overlay Unit left , so if its effect is used again , " Dark Mist " be destroyed . Vector calls that tactic a shrewd trick ( in the dub , Vector complains that Astral thought that tactic out ) , while Shark says that now he ' ll be able to destroy " Dark Mist " . Yuma is excited , but Number 96 calls it a foolish move . He activates the effect of " Djinn Buster " again , detaching an Overlay Unit to negate the effect of " Explossum " . " Djinn Buster " slashes " Explossum " off of " Dark Mist " and Number 96 reminds Astral he ' ll take 500 damage as well , as " Djinn Buster " fires another beam from its blade , reducing Astral to 100 Life Points ( the slash on the tail of " Explossum " is cut from the dub ) . Yuma yells Astral ' s name while dodging the blade again . Number 96 reminds them that " Explossum " has only 100 ATK and that " Small Stopper " will prevent all monsters with 1000 or less ATK from attacking . Vector adds that if they do not attack , the player will take 1000 damage at the End Phase . Number 96 taunts Astral , saying it ' s over now , but Astral responds that you can ' t know the outcome of a Duel until the very end - that ' s what Dueling is all about . Number 96 asks why Astral won ' t just be honest with himself - he ' s going to lose . Astral asks if he really believes that and activates " Tribute Ticket " . This lets him Tribute a monster and then lets " Tribute Ticket " itself be treated as two Tributes for a Tribute Summon . He Tributes " Explossum " to treat " Tribute Ticket " as two Tributes . He Special Summons " Swordsman of Revealing Light " from his hand in Defense Position via its own effect . Astral reveals that this card can negate one attack per turn and also cannot be destroyed by battle once per turn . Yuma says he understands - if the card is Defense Position , the effect of " Small Stopper " won ' t activate . Tori yells Yuma ' s name and he narrowly dodges the pendulum again . Shark comments that Astral has a great defense right now - the card can negate attacks , can ' t be destroyed by battle and has high DEF . Rio calls it an impenetrable defense and Tori urges Astral on ( Shark ' s remark is cut from the dub ; also , Tori asks if the defense Astral made is good enough ) . Number 96 says it ' s not a bad play ( in the dub , Number 96 asserts that Astral should just give up ) and Astral says he did tell him that you can ' t know the outcome until the end . Number 96 asks what Astral plans to do though - he has only 100 Life Points . He comments that humans tend to get up in useless concepts like friendship and camaraderie , but are still content to betray their own friends . He claims Astral was infected with human weakness due to Yuma - there ' s no way he ' ll be able to carry out his original mission as he currently is ( in the dub , Number 96 says that " hope " is Astral ' s enemy and that Astral put his hope in the hands of a human who swore that he was his friend until the end , but the second he thought he did some good , he lied to Astral . He continues that Astral ' s friendship with Yuma is a burden and that Astral put his hope in the wrong place , which is Yuma , a traitor . The only real hope that Astral has is Number 96 . ) . Astral asks what he means and Number 96 asks if he ' s ever thought about why he can ' t absorb " Chaos Numbers " . The reason is that he lacks Number 96 ' s power . If Astral does not have Number 96 , he ' ll be unable to gather all the " Numbers " . Number 96 claims Astral is unfit to obtain the Numeron Code ( in the dub , he claims that Astral lets his emotions get the best of him , and as a result , he tries to protect Yuma , a liar ) . Yuma yells that that just means he has to defeat Number 96 here . He urges Astral to forget about him and win . Astral responds that it ' s not that time yet and ends his turn ( in the dub , Astral muses that he must keep Yuma out of harm ' s way ) . Number 96 draws and announces that he ' s working with the Barians - and he ' ll show Astral just what that means ( in the dub , Number 96 announces that he acquired a new power and he will show it to him ) . He activates " Rank - Up - Magic Barian ' s Force " , Ranking Up " Djinn Buster " and performing a Chaos Xyz Evolution to Special Summon " " in Attack Position . He reveals that when " King Overfiend " is face - up , it can negate the effects of Astral ' s Effect Monster s , so " Swordsman of Revealing Light " won ' t be able to use its effect to prevent its own destruction . The lower body of " Swordsman " are encased in red crystal and Number 96 says that his impenetrable defense was easily broken ( in the dub , Vector says this line ) . Yuma insists that it still has 2400 DEF though , " King Overfiend " can ' t destroy it by battle . Number 96 reveals the other effect of " King Overfiend " . By detaching an Overlay Unit , it can lower the ATK or DEF of a monster by 1000 . " King Overfiend " shatters its Overlay Unit with its cleaver and then fires a beam at " Swordsman " from its staff , reducing its DEF to 1400 . He orders " Dark Mist " to shatter the " Swordsman " now . It does so and he then attacks directly with " King Overfiend " . Yuma says " if this hits " , while Shark finishes the statement with " Astral will lose " . Astral activates his face - down " Xyz Reborn " , letting him Special Summon an Xyz Monster from his Graveyard and attach " Xyz Reborn " to it as an Overlay Unit . He Special Summons " Utopia " , with Number 96 calling it useless struggling ( in the dub , Number 96 mutters that Astral is a pain ) . Nevertheless , he cancels his attack , but says that with " King Overfiend " out , he can ' t use monster effects and he ' s even unable to attack ; it matters not what path is taken , Astral is finished . Yuma steps backwards a bit , despairing that Astral will lose to protect him . He knows that if Astral could Duel as he normally does , he ' d win . Astral tells him to raise his head and never take his eyes off the foe in front of him ( in the dub , Astral tells Yuma to focus on what ' s happening now , rather than what might happen ) . He urges Yuma to think about what he can do right now , when his foe is the pendulum . He asks Astral to tell him , but Astral halts him to stop his sniveling ( in the dub , Yuma says that he can ' t do it and Astral encourages him not to think that way ) . Yuma thinks about it , while Astral mentally comments that Yuma should be able to figure it out . Yuma realizes he has to escape by any means necessary . Looking past the pendulum , he says another platform . Finally , he figures out how he can get there . Number 96 asks if he ' s done saying his good - byes and Astral continues to insist that the Duel isn ' t over . Number 96 asks what he plans to do with 100 Life Points ( in the dub , Number 96 also insists that Astral give up ) . Astral says nothing , but Number 96 Sets a card and ends his turn . Yuma is worried about failing , but looks down and sees a King ' s Coin lodged between two cracks . Seeing this symbol of his father gives Yuma the strength to keep going . Knowing that Astral is fighting to his limit , he must " kattobingu " . He leaps at the pendulum , grappling into the bar its suspended from as it swings around and landing safely on the other platform . Vector says he won ' t get away and pulls another chain by the throne , releasing a giant metal sphere to crush him from above . Yuma leaps down to another platform , then down to the ground next to Astral . He urges Astral to fight to his fullest . Vector curses , but Number 96 says this changes nothing . Astral says he shouldn ' t be so sure and claims to already have his formula for victory . Astral draws and performs a Chaos Xyz Evolution on " Utopia " , Special Summoning " " in Attack Position . He then activates his face - down " Superior Overlay " . As the number of Overlay Units attached to one Xyz Monster Astral controls exceeds the combined number of Overlay Units attached to the Xyz Monsters Number 96 controls , it will destroy all monsters his opponent controls . Shark says that " Utopia Ray " has two Overlay Units and Number 96 has only one attached to " Dark Mist " . Number 96 says this is impossible ( in the dub , he exclaims that his field will be empty ) , but Astral clarifies that he can detach an Overlay Unit from a monster to prevent the destruction of that monster . He asks what Number 96 will do . " Superior Overlay " fires two energy bursts . The first annihilates " King Overfiend " , but Number 96 detaches the last Overlay Unit from " Dark Mist " to prevent its destruction , causing it to erect a brief rainbow energy shield . Yuma cheers , as this means " Dark Mist " can ' t use its effect anymore . Vector is astonished that they turned it around with that one card . Number 96 asks if Astral really anticipated this , with Astral claiming he did - he figured that he ' d try to disrupt Astral ' s plays with Yuma ' s situation ( in the dub , Astral says that Number 96 overestimated his strategy , while he underestimated Yuma ' s and Astral ' s skill ) . Number 96 shakes and asks how he dares make a fool of him , and Astral activates the effect of " Utopia Ray " twice , detaching an Overlay Unit each time to increase its ATK by 500 for each detached Unit . Astral declares " Overlay Charge " and adds that the ATK of " Dark Mist " will decrease by 1000 for each detached Unit as well . Astral says Number 96 ' s loss has been decided and orders " Utopia Ray " to attack . Number 96 says this will not go the way Astral expects and activates his face - down " Chaos Return " , which negates the attack , covering " Utopia Ray " in black mist . " Chaos Return " will let Number 96 send a card from his hand to the Graveyard to activate the effect of a Spell Card in his Graveyard . He sends " Magical Stone Excavation " to use the effect of " Barian ' s Force " . Thus , he Ranks Up " Dark Mist " and performs a Chaos Xyz Evolution to Special Summon " " in Attack Position . Number 96 cackles and he himself changes form as well . His hair juts outward , a Barian Emblem appears on his forehead , his limbs grow more muscular , he sprouts a set of wings and a red eye appears on his chest . His voice deepening , he tells Astral he won ' t be able to absorb him now ( in the dub , he asks if his new form suits him ) . Even Vector seems surprised by this play ( in the original , Vector exclaims that Number 96 turned himself into Chaos , while in the dub , he asks what " Barian ' s Force " did to Number 96 ) and Number 96 clarifies that the final effect of " Chaos Return " will force " Utopia Ray " to attack . Shark comments that he stopped the attack only to force it to resume and Rio wonders why he stopped the first attack then ( in the dub , Shark says that Number 96 must be planning something nasty , while Rio says that Astral did not expect this ) . Number 96 reveals that the effect of " Dark Storm " will inflict the Battle Damage to both players . " Utopia Ray " cleaves through " Dark Storm " and the Life Points of both players fall to 0 as they are pitched backwards . Yuma says its a draw , then . Astral and Number 96 mutter each other ' s names as they get up ( in the dub , Astral says that he did not win , but he did not lose , while Number 96 calls this frustrating ) . Vector says he ' ll kill everyone in the temple if this is what it ' s come to then . He pulls another chain by the throne and the entire area begins to collapse . Vector teleports away , cackling . Number 96 says they ' ll settle this later and vanishes himself . Astral mutters Number 96 ' s name ( in the dub , Astral mutters that he will face Number 96 later on ) . The floor beneath Yuma collapses , but he ' s saved by Kite , who flies on on Orbital 7 ' s jetpack mode . Yuma asks why he ' s here and Kite says he ' ll explain later ( in the dub , Yuma tells Kite that the Barians were here ; Kite replies that he can ' t wait to hear about it ) . Shark , Rio and Tori rush out themselves . Later , they gather outside , having just explained the " Mythyrian Number s " to Kite , with Yuma finishing that the Barians got to this one first . Between dimensions , Vector says it was close , but at least the " Number " is safe . Number 96 calls Vector a second - rate villain , saying he dislikes his dirty tricks ( in the dub , Number 96 says that thanks to Vector ' s plan , he no longer trusts him ; the plan is almost as weak as Vector himself ) . Number 96 flies ahead and says he ' ll contact Vector if he has another job for his " servant " Featured Duel : Astral vs . Number 96 . Turn 2 : Astral Astral Set s two cards . Turn 3 : Number 96 Number 96 Normal Summon s " Malicevorous Knife " ( 600 / 100 ) . Its effect activate s , letting him Special Summon a " Malicevorous " monster from his Graveyard . He Special Summons another " Malicevorous Knife " . He overlays his two Level 2 monsters to Xyz Summon " " ( 1300 / 0 ) in Attack Position . " " attack s " " , with Number 96 activating the effect of " Dark Mist " , detach ing an Overlay Unit ( " Dark Mist " ORU 2 → 1 ) to halve the ATK of " Utopia " and add that value to the ATK of " Dark Mist " ( " Dark Mist " 1600 → 2350 , " Utopia " 1500 → 750 ) . Astral activates the effect of " Utopia " , detaching an Overlay Unit ( " Utopia " ORU 1 → 0 ) to negate the attack . As a monster effect was activated , Number 96 activates the effect of " Djinn Buster " , detaching an Overlay Unit ( " Djinn Buster " ORU 2 → 1 ) to negate the effect and inflict 500 damage to Astral ( Astral 4000 → 3500 ) . The attack continues and " Utopia " is destroyed ( Astral 3500 → 1900 ) . " Djinn Buster " attacks directly ( Astral 1900 → 600 ) . Turn 4 : Astral Astral draws and activates " Xyz Treasure " , letting him draw a card for each Xyz Monster on the field ; since there are two , he draws two cards . Astral Normal Summons " Explossum " ( 100 / 100 ) and activates its effect , equip ping it to " Dark Mist " . Should " Dark Mist " have no Overlay Units remaining , the effect of " Explossum " will destroy it . As a monster effect was activated , Number 96 activates the effect of " Djinn Buster " , detaching an Overlay Unit ( " Djinn Buster " ORU 1 → 0 ) to negate the effect and inflict 500 damage to Astral ( Astral 600 → 100 ) . Astral activates the Continuous Spell Card " Tribute Ticket " , Tributing " Explossum " . " Tribute Ticket " can now be treated as two monsters for a Tribute . Astral Tributes " Tribute Ticket " to Special Summon " Swordsman of Revealing Light " ( 0 / 2400 ) in Defense Position . While " Swordsman of Revealing Light " is face - up , Astral can negate one attack per turn ; the aforementioned monster also cannot be destroyed by battle once per turn . Turn 5 : Number 96 Number 96 draws and activates " Rank - Up - Magic Barian ' s Force " , Ranking Up " Djinn Buster " and performing a Chaos Xyz Evolution to Special Summon " " ( 1600 / 0 ) in Attack Position , whose effect negates those of all of Astral ' s monsters . As it was Summoned by Ranking Up " Djinn Buster " , Number 96 activates its other effect , detaching the overlaid " Djinn Buster " ( " King Overfiend " ORU 1 → 0 ) to decrease the ATK and DEF of " Swordsman of Revealing Light " by 1000 ( 0 / 2400 → 0 / 1400 ) . " Dark Mist " attacks and destroys " Swordsman of Revealing Light " . " King Overfiend " attacks directly , but Astral activates his face - down " Xyz Reborn " , letting him Special Summon an Xyz Monster from his Graveyard and attach " Xyz Reborn " to it as a Overlay Unit . Astral Special Summons " Utopia " ( 2500 / 2000 ) in Attack Position . A replay occurs and Number 96 cancels his attack . Number 96 Sets a card . Turn 6 : Astral Astral performs a Chaos Xyz Evolution , Ranking Up " Utopia " to Special Summon " " ( 2500 / 2000 ) in Attack Position . As the Xyz Monster Astral controls has more Overlay Units than the combined total of all the Overlay Units of the monsters Number 96 controls , Astral activates his face - down " Superior Overlay " , which will destroy Number 96 ' s Xyz Monsters unless he detaches an Overlay Unit from each of them . He detaches one from " Dark Mist " ( " Dark Mist " ORU 1 → 0 ) , but " King Overfiend " is destroyed as it has none remaining . Astral activates the effect of " Utopia Ray " twice , detaching both of its Overlay Units ( " Utopia Ray " ORU 2 → 0 ) to increase its ATK by 500 and decrease the ATK of one monster Number 96 controls by 1000 for each one detached ( " Utopia Ray " 2500 → 3500 , " Dark Mist " 2350 → 350 ) . " Utopia Ray " attacks " Dark Mist " , but Number 96 activates his face - down " Chaos Return " to negate the attack and send one card from his hand to the Graveyard to activate the effect of a Spell Card in his Graveyard . He sends " Magical Stone Excavation " to activate the effect of " Barian ' s Force " , Ranking Up " Dark Mist " and performing a Chaos Xyz Evolution to Special Summon " " ( 1000 / 1000 ) in Attack Position . The other effect of " Chaos Return " forces " Utopia Ray " to attack it , so " Dark Storm " is destroyed . As it was destroyed by battle , its effect activates , inflicting the Battle Damage to both players ( Astral 100 → 0 , Number 96 2500 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .