Yu - Gi - Oh ! ZEXAL - Episode 145 " Outclassed and Outmatched " , known as " My Name is Astral " - The Strongest Duelist ! ! " in the Japanese version , is the one hundred and forty - fifth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on March 16 , 2014 on Hulu on February 15 , 2015 . Summary . Yuma recalls what is at stake in this Duel . If Astral wins , he ' ll annihilate the Barian World . Yuma had vowed not to let him do that , wagering the Numeron Code on one more Duel . Astral has told him that if he wins he ' ll also erase all memories Yuma had of Astral in addition to destroying the Barian World . In the present , Astral asks if Yuma has already lost the will to fight . He muses it was a hundred years too early to challenge him to a Duel ( in the dub , Astral chides Yuma for his reckless decision to challenge Astral to a Duel ) . He activate s " Xyz Treasure " , letting him draw a card for each Xyz Monster on the field . There are five , so he draws five cards , Set s three and ends his turn . Trey remarks that with five forms of " Utopia " on the field and Astral armed with all the " Number s " , Yuma is still surviving . Quattro agrees , saying he ' s still doing pretty well . Quinton tells them that Astral is playing seriously , as the Numeron Code is on the line ( in the dub , Quattro compares Astral ' s Dueling strategy to a lion playing with its appetizer , while Quinton notes that despite Yuma ' s growth as a Duelist , he ' s still outclassed and outmatched by Astral ) . Dextra says she expected this of Astral , while Nistro is surprised at such overwhelming power ( in the dub , Dextra is surprised that Yuma has given up , while Nistro remarks that this is no surprise because Yuma ' s best friend is overwhelming him ) . Caswell remarks that it ' s a lop - sided Duel ( in the dub , Flip speaks at this point , commenting that this Duel is anything but friendly ) and Anna believes Astral has gone overboard . Yuma draws , while Astral mentally urges him to get fired up - otherwise , he ' ll be unable to get back what he lost . Yuma activates " Xyz Treasure " , drawing five cards . He Normal Summon s " Gagaga Mancer " , revealing that once per turn , this monster can Special Summon a " Gagaga " monster from his Graveyard . " Mancer " throws its staff into the ground , where it glows before vanishing as " Gagaga Magician " rises from the Graveyard portal . Astral remarks he has two Level 4 monsters and wonders what he ' s planning . Yuma tells him not to get ahead of himself and activates his face - down " Gagagamirage " . This will let him treat a " Gagaga " monster on the field as two monsters for an Xyz Summon , while also letting him ignore Attribute and Type conditions for an Xyz Summon once per turn . Yuma overlays " Gagaga Mancer " to Xyz Summon " Gagaga Cowboy " , then does the same with " Gagaga Magician " to Xyz Summon " Gagaga Samurai " . Yuma activates the effect of " Gagaga Samurai " , detach ing an Overlay Unit to let " Gagaga " monsters attack twice this turn . " Samurai " slices its Overlay Unit and blue light covers both monsters . Yuma then activates the effect of " Gagaga Cowboy " , detaching an Overlay Unit to increase its ATK by 1000 and reduce the ATK of the monster it battle s by 500 . Astral reminds him that the effect of " " protects his monsters from being affected by card effects , so " Cowboy " cannot destroy any of Astral ' s monsters . Yuma says he ' s wrong , prompting Astral to yell " what ! ? " ( " Partner ? ! " in the dub ) Yuma activates the effect of the " Gagaga Mancer " in his Graveyard , banish ing it to increase the ATK of a " Gagaga " monster he control s by 500 . The ATK of " Cowboy " rises to 3000 total . Cathy excitedly yells that its ATK rose again and Yuma orders " Cowboy " to attack " " . " Utopia Ray " explodes in a hail of bullets , reducing Astral to 4750 . Anna says a " Number " was destroyed by a non - " Number " . Yuma orders " Cowboy " to attack again and " " is riddled with bullets and Astral ' s Life Points fall to 4350 . Trey is shocked Yuma managed to destroy two forms of " Utopia " . Quinton remarks that Yuma is keeping his cool and that since " Utopia Ray " and " Utopia Ray V " were Summoned via Quick - Play Spell Card s that negate d their effects , a non - " Number " was able to destroy them . Quattro seems quite impressed by Yuma ' s play . Astral says he ' ll give Yuma credit for his move , but points out that " Cowboy " can no longer attack , so they ' ve reached a deadlock . Yuma claims only Astral is deadlocked . He activates the Quick - Play Spell Card , " Gagaga Mirror Slash " . This lets him target a " Gagaga " monster and change its name and ATK to the same as the monster it battles , while preventing it from being destroyed by battle and inflicting damage to the opponent equal to the ATK of any monsters it destroyed . Astral yells " What ! " , while Yuma specifies he ' s targeting " Samurai " . Yuma orders " Samurai " to attack " Utopia Beyond " . " Samurai " reverts to an energy form and streams towards its target , its energy form shifting into that of " Utopia Beyond " and its ATK rising to 3000 . Yuma declares " Rising Sun Beyond Slash " and " Utopia Beyond " explodes . Yuma reminds Astral that " Gagaga Mirror Slash " will inflict damage to Astral equal to the destroyed monster ' s ATK now . Astral is thrown onto his back , his Life Points at 1350 . Yuma orders his next attack and " Samurai " takes the form of " Utopia Ray Victory " , its ATK becoming 2800 . Bronk , Flip and Tori remark that if the attack goes through , Astral will lose . Astral activates his face - down " Heat & Heal " , which lets him gain Life Points equal to the ATK of the " Number " with the lowest Rank on the field . That monster is " Utopia " , so he gains 2500 Life Points , bringing him back to 3850 . Yuma declares " Rising Sun Double Victory Slash " and " Victory " explodes . Astral screams as his Life Points fall to 1050 . As he hits the ground , Astral begins to fade in and out . Yuma yells his name , but Astral reveals that " Heat & Heal " then attach s to " Utopia " as a Overlay Unit . Yuma asks if he ' s alright . Astral admits he was a bit careless , and muses that when Yuma was looking at the five forms , he should have noticed - Yuma wasn ' t just staring at them talking about how cool they were . Yuma says he caught him , then . Astral remarks that Yuma was putting on a act , being surprised at Astral bringing out all the forms of " Utopia " . Yuma tells him he did the brainstorming of his life to build his Deck for this Duel . He did so while remembering all the times they fought together and says it ' s thanks to Astral he ' s become as strong as he is . Yuma goes on to tell Astral that it was him to that gave him the confidence to overcome everything - that and " kattobingu " . He believes he and Astral are like one mind and body now - if Yuma can believe in others , Astral should be able to as well . Yuma vows to make Astral believe in others again , so they can create a better tomorrow . There is no way he ' ll give up . Yuma says that even if Astral is the strongest Duelist in the universe , Yuma will gamble on the 1 in 10 , 000 chance he has to win . Astral tells Yuma to come at him and says he ' s fighting with everything he has , as a denizen of the Astral World ( in the dub , Astral tells Yuma there ' s nothing he can do to change his mind because he will not let Yuma win , and he must defend the Astral World ) . Quattro remarks that they ' re at odds with one another . Trey seems surprised ( in the dub , Quattro and Trey are confused by Astral ' s words , but the latter is suspicious about something ) , but Quinton seems to see something else . He realizes that Astral ' s mission is to erase the Barian World with the Numeron Code - he must be refusing to budge on that matter . Trey says Yuma would never let that happen . Quinton tells him that ' s why Yuma is Dueling then . Trey wonders why Astral would do this though - he knows Yuma best . Quinton agrees , believing there is something " off " about this Duel ( this final exchange is cut from the dub ) . Yuma Sets three cards and the ATK of " Cowboy " returns to 1500 . Astral draws and Yuma tells him to bring it on . Astral orders " Utopia " to attack " Cowboy " , but Yuma activates his face - down " Half Unbreak " , halving the battle damage and preventing the destruction of " Cowboy " by battle . Astral says he ' ll activate a Trap as well then - " Absolute Buster " . This card negates any effects that would protect a monster from being destroyed . Yuma says Astral read his move and " Absolute Buster " fires a beam which dissipates the bubble shield generated by " Half Unbreak " . Astral declares " Rising Sun Slash " and " Utopia " destroys " Cowboy " . Yuma ' s Life Points fall to 900 as he ' s blasted backwards . Cathy closes her eyes and Tori yells Yuma ' s name . Astral tells Yuma that they both know everything about one another - and that is why he cannot give a single inch in this Duel . Astral Sets three cards to end his turn and tells Yuma to come at him ( in the dub , Astral commends Yuma for improving his Dueling skills , but reminds him he is nowhere as good as he is ; he also tells Yuma that he thought he knew his strategies , but he was wrong ) . Seeing Astral and " Utopia " before him , Yuma thinks to himself that meeting Astral was the first time he ever had an Xyz Monster - and that monster was " Utopia " . Knowing he hasn ' t forgotten the feelings he had when he Xyz Summoned the first time , he vowed to continue fighting - " Utopia " truly was his hope ( in the dub , Yuma also reminds himself that he has to fight against " Utopia " in order to defeat Astral ) . Yuma yells " kattobingu " and draws , with Astral mentally urging him on ( Astral ' s inner monologue is cut from the dub ) . Yuma activates " Gagagarevenge " , letting him Special Summon a " Gagaga " monster from his Graveyard and equip " Gagagarevenge " to it . He revives " Gagaga Cowboy " and tells Astral he ' s coming with everything he has now . He orders " Cowboy " to attack " Utopia " . Astral is incredulous . Anna says " Cowboy " has less ATK and Trey adds that " Cowboy " has no Overlay Units either ( in the dub , Trey calls the attack nuts because the stress of the Duel must have gotten to Yuma ' s head ) . Seeing the ATK difference of 1000 and Yuma ' s Life Points at only 900 , two Set cards and a card still in his hand , Astral realizes something must be going on with this attack . He activates the effect of " Utopia " , detaching an Overlay Unit to negate the attack . He declares " Light Wing Shield " and the fist of " Cowboy " rebounds off the shield . Yuma says he took the bait . Astral mutters " what ? " and Yuma activates his face - down " Light Wing Bumper " . When an attack is negated with a monster effect , that monster loses 800 ATK . The ATK of " Utopia " falls to 1700 . Astral is shocked . He muses that Yuma knew he would negate the attack , then . Yuma says he figured he could get Astral to flinch at the last second that way . Yuma orders " Samurai " to attack " Utopia " . Astral ' s Life Points fall to 850 as " Utopia " detonates . Yuma does several back flips , cheering . Astral compliments him , saying he wagered victory or defeat on a bluff . He thinks only Yuma could pull off a Duel like this . Bronk cheers that Yuma actually defeated all five forms of " Utopia " . Cathy says he did a good job and Nistro is impressed as well . Dextra remarks that he even pulled this off with Astral as his opponent . Quattro says he had him nervous there for a second , with Trey telling him that ' s how Yuma is , though . Yuma tells Astral that Dueling against him is even more awesome than he could have imagined . But it would be better if the threat wasn ' t hanging over his head . Remembering Astral ' s vow to destroy the Barian World , Yuma is somber . He asks Astral if he forgot something though . When Yuma defeated Eliphas , they agreed that the Astral World doesn ' t have to Rank - Up anymore . - that wasn ' t the future they aimed for , to throw people aside without considering their feelings . Yuma says he found a future where you don ' t need to Rank - Up and asks if Eliphas didn ' t entrust that very future to them . Yuma tells him that they can start over no matter what , so long as they understand each other ( in the dub , Yuma ' s story is different : whenever he had to Duel , the fate of the galaxy was at stake ; he lost Shark , Kite , and some of his closest friends during the battle against the Barians . Yuma was going to quit Dueling until Astral ' s mission dragged him into having this Duel . He finishes by asking why he had to risk something whenever he had to Duel ) . Astral vows he ' ll never forgot Yuma ' s words or the times they spent together for even an instant ( in the dub , Astral questions if this Duel was the only way to get Yuma to Duel again ) . Yuma mutters Astral ' s name , while Astral says he will fulfill the pact they signed together . Yuma asks what pact he means and Astral responds that there is an answer in every Duel ( in the dub , Astral reminds Yuma that he solves problems through Dueling , and beckons him to find a solution through this Duel ) . Astral activates his face - down " Rank - Down - Magic Utopia Fall " , prompting Yuma to yell " RANK - DOWN - MAGIC ? ! " Astral reveals that when a " Number " he controls is destroyed , this card will let him Xyz Summon an Xyz Monster of a lower Rank and attach the destroyed monster to it as an Overlay Unit . He declares " Xyz Devolution ! " and Xyz Summons " " in Attack Position . Yuma is shocked that Astral Ranked - Down and mutters " Utopia Roots . . . " ( in the dub , Yuma realizes that Astral must have wanted " Utopia Roots " on the field ) . Yuma Sets a card and ends his turn , with Astral telling him it ' s time to get back what he lost . Yuma asks what he means , but Astral ' s response is to start his turn . He activates " Number Fortification " , which he can equip to a " Utopic " monster to increase its ATK by 1500 . Then he can attach two " Numbers " from his Extra Deck to it as Overlay Units . Its ATK rises to 2000 and Astral attaches " " and " " to it as Overlay Units . The two monsters appear to the right and left of " Roots " before becoming Overlay Units . Yuma asks why he attached Shark and Kite ' s cards as Overlay Units . Astral says he will never forget fighting alongside them - or alongside Yuma . He says that fate has placed hardships on Yuma ' s shoulders . Even with his heart , body and soul smashed to tatters , Yuma survived and the two of them won . Astral tells him he ' s unaware of the most important thing that has been stolen from him , though , but that Astral remembers . Astral orders " Utopia Roots " to attack " Gagaga Cowboy " , but Yuma activates the effect of " Gagaga Samurai " . When a " Gagaga " monster is attacked , he can redirect the attack target to " Samurai " and change it to Defense Position . " Samurai " vaults in front of " Cowboy " and crosses its swords as it switches positions . Astral activates his face - down " Rank Revolution " . If he controls only one Xyz Monster , this card will negate the effects of all Xyz Monsters with higher Ranks . Thus , " Samurai " is blown away from " Cowboy " and Astral declares " Rising Sun Roots Slash " , destroying " Cowboy " and reducing Yuma ' s Life Points to 400 . Tori gasps , while Astral activates a Continuous Trap Card called " Overlay Accel " . When a Xyz Monster destroys a monster by battle , this card will let it detach an Overlay Unit to attack again . Yuma asks " wh . . what ? ! " and Astral says " Utopia Roots " has three Overlay Units . Anna says that if this goes on , Yuma will lose here . Astral detaches " Shark Drake " , prompting its spectral form to join in on the attack against " Samurai " , who explodes . Astral yells that Yuma must take back what is most important to him - the thing that was stolen from him . As rubble flies and Yuma falls backwards , he wonders what that could be . Featured Duel : Yuma Tsukumo vs . Astral . " Duel continues from the previous episode . " Turn 2 : Astral Astral activate s " Xyz Treasure " , letting him draw cards equal to the number of Xyz Monster s on the field , meaning five . Astral Set s three cards . Turn 3 : Yuma Yuma also activates " Xyz Treasure " , letting him draw five cards as there are still five Xyz Monsters on the field . He Normal Summon s " Gagaga Mancer " ( 100 / 100 ) . Yuma activates the effect of " Gagaga Mancer " , letting him Special Summon a " Gagaga " monster from his Graveyard . Yuma Special Summons " Gagaga Magician " in Attack Position ( 1500 / 1000 ) . Yuma activates his face - down " Gagagamirage " , allowing him to treat " Gagaga " monsters he control s as two Overlay Units for the Xyz Summon of an Xyz Monster , while also allowing Yuma to ignore any Type and Attribute requirements needed to Summon one of the monsters Xyz Summoned this way this turn . He overlays his " Gagaga Mancer " , treated as two monsters , to Xyz Summon " Gagaga Cowboy " in Attack Position ( 1500 / 2400 ) , ignoring its requirement of an EARTH monster . He then overlays his " Gagaga Magician " treated as two monsters to Xyz Summon " Gagaga Samurai " in Attack Position ( 1900 / 1600 ) . Yuma activates the effect of " Samurai " , detach ing an Overlay Unit to allow all " Gagaga " monsters to attack twice this turn . Yuma then activates the effect of " Gagaga Cowboy " , detaching an Overlay Unit increase its ATK by 1000 ( 1500 → 2500 ) and decrease one the ATK of one of Astral ' s monsters by 500 . However , due to the effect of " " , his cards are unaffected by card effects , so the ATK of his monsters cannot be lowered . Yuma activates the effect of the " Gagaga Mancer " in his Graveyard , banish ing it to increase the ATK of a " Gagaga " monster he controls by 500 . He target s " Cowboy " ( 2500 → 3000 ) . " Cowboy " attacks and destroy s " " ( Astral 5250 → 4750 ) , despite not being a " Number " monster , as the effects of " Utopia Ray " were negate d as it was Summoned via " Grave Chaos " . " Cowboy " attacks and destroys " Utopia Ray V " ( 4750 → 4350 ) despite not being a " Number " monster , as the effects of " Utopia Ray V " were negated as it was Summoned with " Rank - Up - Magic Dark Force " . Yuma activates " Gagaga Mirror Slash " , letting a " Gagaga " monster he controls be unable to be destroyed by battle and change its ATK and name to that of the monster it battles ( thus making it a " Number " monster ) . " Samurai " attacks and destroys " Utopia Beyond " ( " Samurai " 1900 → 3000 ) . Due to the second effect of " Gagaga Mirror Slash " , Astral takes damage equal to the ATK of the destroyed monster ( Astral 4350 → 1350 ) . " Samurai " attacks " Utopia Ray Victory " ( " Samurai " 3000 → 2800 ) . Astral activates his face - down " Heat & Heal " , letting him target the " Number " monster with the lowest Rank on his field and gain Life Points equal to its ATK . He targets " Utopia " ( Astral 1350 → 3850 ) . The attack continues and " Utopia Ray Victory " is destroyed and Astral takes damage equal to its ATK ( Astral 3850 → 1050 ) . The effect of " Heat & Heal " then attaches itself to " Utopia " as an Overlay Unit . Yuma Sets three cards . Turn 4 : Astral " Utopia " attacks " Cowboy " , but Yuma activates his face - down " Half Unbreak " , preventing the destruction of " Cowboy " by battle and halving the battle damage . Astral activates his face - down " Absolute Buster " , negating all card effects that prevent a card ' s destruction or negate an attack during this turn . " Gagaga Cowboy " is destroyed , but the effect of halving battle damage is not negated ( Yuma 1400 → 900 ) . Astral Sets three cards . Turn 5 : Yuma Yuma activates " Gagagarevenge " , letting him Special Summon a " Gagaga " monster from his Graveyard and equip it with " Gagagarevenge " . He Special Summons " Cowboy " ( 1500 / 2400 ) in Attack Position . " Cowboy " attacks " Utopia " , but Astral activates the effect of " Utopia " , detaching an Overlay Unit to negate the attack . As an attack was negated , Yuma activates his face - down " Light Wing Bumper " , negating the effect of " Utopia " and decreasing its ATK by 800 ( 2500 → 1700 ) . " Samurai " attacks and destroys " Utopia " ( Astral 1050 → 850 ) . As a " Number " monster he controls was destroyed , Astral activates his face - down " Rank - Down - Magic Utopia Fall " , letting him Special Summon an Xyz Monster from his Extra Deck whose Rank is lower than the destroyed " Number " , using the " Number " as an Overlay Unit . Astral Special Summons " " ( 500 / 100 ) in Attack Position , attaching " Utopia " to it as an Overlay Unit . Yuma Sets a card . Turn 6 : Astral Astral equips " Utopia Roots " with " Number Fortification " , increasing its ATK by 1500 ( 500 → 2000 ) and attaching two " Number " monsters from the Extra Deck to it as Overlay Units . Astral attaches " " and " " . " Utopia Roots " attacks " Cowboy " , but Yuma activates the effect of " Samurai " , switching itself to Defense Position and changing the attack target to itself . Astral activates his face - down " Rank Revolution " , negating the effects of monsters whose Rank or Level is higher than the Rank of a target Xyz Monster Astral controls . Astral targets " Utopia Roots " , negating the effects of all Level / Rank 2 and higher monsters . As such , the effect of " Samurai " is negated , the attack continues and " Cowboy " is destroyed ( Yuma 900 → 400 ) . Astral activates his face - down " Overlay Accel " , allowing him to detach an Overlay Unit from " Utopia Roots " so that it may attack again after it destroys a monster by battle . Astral detaches the overlaid " Shark Drake " . " Utopia Roots " attacks and destroys " Gagaga Samurai " ( Yuma 400 → 300 ) . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here . Differences from the preview . In the preview , the five " Utopic " monsters were glowing , but when the episode aired , only " " was .