Yu - Gi - Oh ! ZEXAL - Episode 114 " Tentacles of Terror , Part 1 " , known as " Duelists of Sorrow - The Gimmick Puppets ' Rumble of Darkness ! ! " in the Japanese version , is the one hundredth and fourteenth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on July 28 , 2013 , and it aired online on Hulu on July 11 , 2014 . Summary . In Don Thousand ' s palace , Mr . Heartland is disappointed that Erazor was so close to defeating Yuma Tsukumo and Trey . He promises Vector that he will not lose next time . From his throne , Vector chastises Heartland for doing nothing but run his mouth . His eyes glow pink as he says he will not tolerate failure again ( in the dub , Vector wants more action from Heartland ) . The Baria Crystal s depicting Erazor ' s Duel with Yuma and Trey shatter and Heartland frantically promises Vector that he will not fail him again . He adds that he has his next assassin ready and assures Vector that he is strong , though a bit moody . The assassin is fussy over seniority , while Heartland is younger than he is . Running out of patience , Vector clenches his fist and asks if Heartland is messing with him ( in the dub , Vector asks if the assassin will beat Yuma or not ) . Vector ' s fist glows pink and he levitates Heartland off of the floor by the collar . Heartland struggles to breathe and he apologizes for his ranting . He reassures Vector that his mentor is really strong , since he runs the strongest WATER - Attribute Deck . Intrigued , Vector releases his grip on Heartland and asks him if a WATER Deck is what Reginald Kastle uses as well ( in the dub , Heartland calls his mentor a one - man sting operation , while the WATER Decks are not mentioned ) . He muses why he always gets a nasty feeling on his chest whenever he thinks of Shark . After a brief moment of thought , Vector assigns Heartland to send in his mentor to deal with Shark . Heartland agrees . In the hospital on Earth , Rio is still unconscious . As Shark watches over her , he thinks about the Duel he had in the undersea temple . He had witnessed his own memories in the ruins . Shark remembers that he and Rio were always together and questions if they belong in this world . He pulls out his pendant and looks at the photograph in it . A young Shark and Rio , as well as their parents are depicted on it . He remembers that he knew their old home all too well . At the Tsukumo household , Haru has prepared breakfast for everyone . She encourages everyone to dig in . Trey thanks her for letting him stay overnight and for breakfast and bites into a rice ball . Tori asks Trey why he is wearing a school uniform and Trey explains that Yuma lent it to him , since he forgot to bring a change of clothes . Yuma lets Trey stay in his house for as long as he wants and devours his own rice ball ( in the dub , Yuma suggests to re - do Trey ' s hair so that they will think it is him ) . Haru thanks Trey for cheering up her grandson , to Yuma ' s embarrassment . Trey replies that it ' s nothing ; after all , he was lucky that he could eat something so delicious . Yuma remembers to eat his Duel rice and asks Astral for something to eat . Tori and Trey look confused and concerned and Yuma laughs , remembering that Astral isn ' t with them now . Haru tells him that he is too young to be senile ( in the dub , Haru remarks that Yuma inherited her forgetfulness ) . Yuma ' s expression changes to a serious one ; he denies what Haru said and says this isn ' t the time to eat leisurely ; Heartland could be planning something . Trey tells Yuma to let Shark and Kite know about what is going on . Yuma replies that Kite is hard to get a hold of , since he is always off investigating something ( in the dub , Kite always ignores Yuma , from the latter ' s perspective ) , while Shark is Shark . Tori says Shark had been staying at Rio ' s side in the hospital . Trey suggests that they visit the Kastles after breakfast . On the way to the hospital , it starts to rain . Yuma decides to get a head start and runs off ( in the dub , Yuma tells his friends to dodge the raindrops ) . A worried Tori mutters that Yuma did not have to fake the suddenly happy behavior for them . Trey tells her that Yuma needs more time ; Astral is a very important friend to him ( their conversation is cut from the dub ) . At the hospital , a figure walks through a corridor , generating puddles of water with every footstep . A nurse walks by and asks him where he is headed . The figure stops and the nurse continues that this area is for staff only . She takes notice of the trail of water the suited man left behind and confronts him . The man turns and asks the nurse if she knew her place ( in the dub , he says he is not going anywhere ) . He warns the nurse to watch her mouth as tentacles extend from his sleeves and stab her from behind . She falls to the floor unconscious , with the man continuing down the corridor ( in the dub , the figure tells the nurse she will sleep for a long time just before she falls unconscious ) . He arrives at Rio ' s room . Upon seeing her , the man raises his hand and extends his tentacles , ready to strike Rio . Before that can happen , Yuma and his friends arrive , with Yuma exclaims , " You ' re . . . ! " The man ' s tentacles hover over Rio and one of them stabs her in the neck , taking a small amount of her blood ( Rio ' s blood is edited out of the dub ; instead , a glint of light appears where the tentacle stabbed Rio ) . Yuma and his friend look on in horror as the hospital machines go haywire . Yuma demands what the man did to Rio . The man glances at Yuma and recognizes him . Yuma wonders why the stranger knew him and if he is a Barian . The man glows with translucent energy , saying that after he is done with that " shark bastard " , Yuma is next . He transforms into a jellyfish and fades away . Yuma wonders what ' s going on , but Trey realizes that what the man meant was that he was going after Shark . Somewhere in Heartland City , Shark is cruising on his motorcycle . His Duel Gazer starts to ring , but he does not pick up . At the hospital , Yuma is frustrated that Shark is not answering . Trey suggests that he , Yuma and Tori will split up to look for Shark . Tori decides to call the Super Secret Number Card Investigation Club , while Trey calls his brothers . A voice from afar asks Trey what ' s wrong . The others turn to find a familiar face standing in front of them . Back on the highway , Shark continues to ride . He remembers that it was raining like this " on that day " . Shark recalls looking at his new Deck , while Rio calls out to him . She asks her brother to teach her how to Duel when they return home . He agrees , but he will leave her crying in no time . Rio pouts and says she will not , while Shark insists she will . The two siblings start to argue , while their mother tells them to calm down and behave ( in the dub , Mrs . Kastle thought her children would fall asleep ) . Their father sees a truck up ahead and panics . He loses control of the car and crashes ( the truck is cut from the dub , though it is still implied that the car still crashed into something ) . Shark is the first to wake up at the hospital . He turns to his left and sees Rio still unconscious . A doctor asks how their parents are doing . Another doctor says they lost them moments ago ( in the dub , the doctor instead asks a nurse to check on the twins , with no mention of their parents at all ) . In the present , Shark remembers that ever since their parents died , he and Rio have been alone . " That place " may help him . At a balcony , Cathy says she could not find Shark at school or home and no one else saw him around . Caswell says they could not find him . Bronk blames Shark for Rio ' s current state . Flip says they could use Astral right about now . Cathy mutters , " Astral . . . " and all four Number Club members stare out in the lake in front of them . The rainstorm clears and Shark arrives at his old home . He muses that he and Rio had not been here since the accident . This was the place where he and Rio spent their childhood ; their memories could be in here . Shark walks into the now - delipidated mansion and looks around . He arrives at the living room and notices a suit of knight ' s armor nearby . A teddy bear is also near the sofa . Suddenly , the candles light up and Shark views the living room in its original state . Shark sees his younger self chasing a young Rio . Young Shark yells at his sister to give his Deck back ; it was a gift from their father . Rio refuses to give the Deck back , since it ' s unfair that her brother was the only one who had it and runs away ( in the dub , young Shark yells at Rio for the card his father gave to him . Rio refuses to give it back because she saw it first ) . Young Shark continues to chase her and she hides behind the suit of armor . He finally catches up to her and tries to pry the Deck off of her hands . Young Shark almost succeeds , but he falls backward and hits the armor . It teeters back and forth and starts to fall on Rio . Horrified , Shark leaps forward , pushes Rio out of the way of the falling armor and takes the brunt of the fall . Later , Rio is crying over young Shark ' s injuries as their parents rush to his side ( several blood droplets on young Shark ' s cards are edited out in the dub ) . They ask if he is okay . Rio runs up to their mother and embraces her . She reassures her that everything will be okay . Young Shark apologizes to his father for getting his cards dirty . Mr . Kastle tells him not to worry about that , while Mrs . Kastle tells her husband to treat the wound . The past Kastles fade away and the living room returns to its present condition . The present Shark places a hand over the scar and remembers the wound he had received during his childhood without a doubt . He mutters that he is not a Barian after witnessing his childhood memories . Suddenly , Shark hears laughter echoing across the room . Shark demands what is going on . A transparent figure appears in front of him and extends several tentacles . Shark dodges them and the same figure from the hospital asks if he is Reginald Kastle . Shark leaps out of the window and the man yells that he will not get away . Several tentacles snare Shark and one of them stabs him on the neck . Shark cringes in pain as some of his blood is taken away ( a shot of the tentacle draining Shark ' s blood is cut from the dub ) . The tentacles deposit him roughly on the ground and Shark demands what the man did to him . The man , in a jellyfish - like form , takes offense to Shark calling him a " bastard " . He shapeshifts back into a human and tells Shark to learn his place ( in the dub , the man threatens to make Shark zip his lip and simply tells him that he came for him ) . Shark asks what the stranger is talking about , which causes the latter to yell at Shark to watch the way he speaks to others . The man reveals himself to be a Barian , while calling Shark a " lowly human " . The Barian says he heard that Shark liked to boast about how he had the strongest WATER Deck . As Shark ' s superior , the Barian will teach him a thing or two about what is better than a shark ( in the dub , the man says that in the end , Shark will be a guppy compared to him ; he also introduces himself as Chironex ) . Shark starts to protest , but he falters . He wonders why his strength is weakening . Chironex asks if he had seen Shark ' s face before , before returning to the main issue at hand : he had poisoned Shark . Shark asks if that really is poisoned and Chironex confirms it ; it will only be a matter of time before Shark succumbs to the poison . Until then , they will Duel . Shark turns down the challenge , but Chironex tells Shark not to push himself to keep together and brings up Rio . Shark reacts to the name in anger and realizes Chironex poisoned her too . Chironex says someone told him about the Kastle siblings ; at the hospital , Rio struggles with the poison , while doctors and nurses check on her and Tori arrives . Chironex adds that there is only one way to cure them : defeat him in a Duel ( in the dub , Chironex adds that Shark does not have to Duel if he does not want to ) . Shark curses ( in the dub , Shark accepts the Duel ) and a voice from above yells at them to hold it . From the roof of the mansion , Quattro stands proudly . Quattro asks if Shark had forgotten about him , his number one fan . He leaps from the roof and lands in front of Shark . Chironex identifies Quattro as one of Vetrix ' s sons ( in the dub , Chironex is glad that Quattro dropped in ) . The Arclight calls Shark sloppy for letting himself get stung . He sarcastically remarks on the Barian ' s skills , causing the latter to react in shock ( this exchange is cut from the dub ) . Shark asks Quattro why he is here . Quattro replies that Trey sent him to look for Shark . Shark angrily refuses Quattro ' s help . Quattro says that he may not care about Shark , but he cares about Rio . As Rio continues to battle the poison , Tori looks after her . Quattro says the sight of Rio unconscious again left a bad taste in his mouth , which is why he will use his " fanservice " to beat their opponent ; he also offers Shark a chance to sit out . Shark tells Quattro to quit running his mouth . Chironex is offended at Shark and Quattro for mocking him . With slurred speech , he angrily yells at Shark and Quattro to come at him at the same time . Quattro asks if Shark is ready to take the Barian on . Shark only responds that he will save Rio . Chironex agrees to the conditions , but stipulates another one . Quattro repeats " condition ? " and Chironex says he and Shark are 10 years his junior ; a superior should stand above his juniors ( in the dub , Chironex asks if his opponents do not mind if he evens things out a bit , since he will be their only opponent ) . Chironex ' s LP will be at 8000 , while his opponents will have 2000 each . A Barian Emblem appears below their feet briefly , then vanishes . Quattro agrees to the condition and mocks the Barian further ; for a superior , he is stingy . Chironex calls his opponents cheeky and takes on a humanoid jellyfish form , with a Duel Disk armed . The poison will finish them and wash them up on the beach . Shark realizes this is the Barian ' s true form and arms his Duel Disk and Duel Gazer , while Quattro does the same , but with a Duel Gazer tattoo appearing around his eye . All three players yell , " Duel ! " Somewhere else in Heartland , Yuma and Trey are still looking for Shark . Trey ' s crest bracelet rings and he informs Yuma that Quattro called ; Shark is in danger . Back in the mansion , Shark takes the first turn . After drawing , he thinks he must save Rio , no matter what . He Normal Summon s " Saber Shark " . He says that during a Tag Duel , no one can attack on the first turn . He Sets a card and ends his turn . Quattro remarks that this isn ' t like Shark at all ; since when did he become cautious ? Shark responds that he cannot lose and he must win ( in the dub , Shark says he will strike when the time is right ) . Chironex starts his turn and Normal Summons " Stinging Jellyfish " . He follows up by Special Summon ing " Silent Sea Nettle " , since he controls a WATER monster . Chironex says he will be serious and tells his opponents to watch . He overlays his two Level 4 WATER monsters to Xyz Summon " " . Quattro is offended by the monster ' s number , as it is his trademark ; even worse , it is a jellyfish . Chironex , in turn , is offended by Quattro for mocking the jellyfish . He states that the jellyfish is the supreme aquatic life form ; it is an immortal creature that stings and poisons whatever it touches . Shark starts to cringe at the poison , to the Barian ' s satisfaction . Quattro seemingly agrees to the Barian ' s words ; he wonders if he has the bite to back up his bark ( in the dub , Quattro takes notice of Shark ' s weak condition and says he should have been the one to Duel ) . Chironex wonders what he should do next , then realizes that the poisoned Shark is the answer ( in the dub , Chironex agrees with Quattro , saying that Shark is in no shape to save Rio ) . Shark yells at him to shut up . Chironex activates the effect of " Stealth Kragen " , which lets him destroy a WATER monster his opponent controls . " Stealth Kragen " extends two purple tentacles and ensnare " Saber Shark " , destroying it . Chironex adds that " Stealth Kragen " will inflict damage to Shark equal to the ATK of the destroyed monster . He declares , " Venom Blast ! " and " Stealth Kragen " releases a beam from its core at Shark , reducing his LP to 400 . Quattro looks concerned as Shark hits the ground . He asks Shark if the attack did not hurt him much ; Shark responds that it was obvious ( in the dub , Quattro says it will take more than that to defeat them ; Shark agrees ) . The Barian calls Shark ' s courage fake , Sets a card and ends his turn . Quattro starts his turn , while yelling that he will show the Barian his fanservice . He Normal Summons " Gimmick Puppet Des Troy " ( the monster itself is cut from the dub ) . He then activates " Card of Puppets " , which lets him destroy a " Gimmick Puppet " monster he controls to draw a card . He destroys " Des Troy " . Since " Des Troy " was destroyed , Quattro can Special Summon two " Gimmick Puppet " monsters with 1000 or less ATK . " Des Troy " emerges from the Graveyard portal and opens up a compartment on its back ( " Des Troy " opening up is cut from the dub ) . Two beams of purple energy flow out as Quattro Special Summons " Gimmick Puppet Twilight Joker " and " Gimmick Puppet Dreary Doll " ( the box of " Dreary Doll " remains closed in the dub ) . Quattro overlays his two Level 8 monsters to Xyz Summon " " , with Shark recognizing it . Yuma and Trey burst out of the mansion ' s doors and find Shark at the front door . Shark is down at one knee and Yuma realizes that he got poisoned . Quattro activates the effect of " Giant Grinder " , detach ing an Overlay Unit to destroy all other Xyz Monster s on he field and inflict damage to their owners equal to their ATK . " Giant Grinder " ensnares " Stealth Kragen " with puppet strings and drags it toward the compartment on its chest , grinding it up . It then extends a cannon from its chest and Quattro yells at Chironex to take his fan service . " Giant Grinder " fires its cannon at Chironex , bringing his LP to 6100 . Yuma cheers , while Trey says this was the card Quattro got from Yuma ( in the dub , Trey says this is what happens when one Duels Quattro ) . Quattro says things shine bright in the hands of their original owners ( in the dub , Quattro taunts Chironex , saying the attack would have hurt if he had a backbone ) . When the dust clears , Chironex laughs at what Quattro said and rises . He yells at his opponents not to get high and mighty with him . Trey takes notice of the two new monsters Chironex has . Yuma is confused , while Quattro curses and calls the Barian a bastard again . Chironex corrects him ; it is " senior " ( in the dub , Quattro calls Chironex a " gutless jellyfish , which the latter takes offense to ) . He says he will show them the most powerful jellyfish that ever existed and laughs evilly . Featured Duel : Chironex vs . Shark and Quattro . The Duel begins with Chironex with 8000 LP and Shark and Quattro with 2000 LP each . Turn 1 : Shark < br > Shark Normal Summon s " Saber Shark " ( 1600 / 1200 ) and Set s " Deep Current " . Turn 2 : Chironex < br > Chironex Normal Summons " Stinging Jellyfish " ( 800 / 800 ) . As he control s a WATER monster , Chironex Special Summon s " Silent Sea Nettle " ( 800 / 1300 ) from his hand in Attack Position via its own effect . Chironex overlays his two Level 4 monsters to Xyz Summon " " ( 1900 / 1500 ) in Attack Position . Chironex activate s the effect of " Stealth Kragen " , letting him destroy a WATER monster and inflict damage to his opponent equal to that monster ' s ATK . He destroys " Saber Shark " ( Shark 2000 → 400 ) . Chironex Sets a card . Turn 3 : Quattro < br > Quattro Normal Summons " Gimmick Puppet Des Troy " ( 1200 / 2000 ) . He then activates " Card of Puppets " , letting him destroy a " Gimmick Puppet " monster to draw a card . He destroys " Des Troy " . As " Des Troy " was destroyed by a card effect , its effect activates , allowing Quattro to Special Summon two " Gimmick Puppet " monsters from his hand with 1000 or less ATK . He Special Summons " Twilight Joker " ( 800 / 1600 ) and " Dreary Doll " ( 0 / 0 ) . Quattro overlays his two Level 8 monsters to Xyz Summon " " ( 1500 / 2500 ) in Attack Position . He activates the effect of " Giant Grinder " , detach ing an Overlay Unit ( " Giant Grinder " ORU 2 → 1 ) to destroy all other Xyz Monster s on the field and inflict damage to their controller s equal to their ATK . " Stealth Kragen " is destroyed ( Chironex 8000 → 6100 ) . The effect of " Stealth Kragen " activates , letting Chironex Special Summon " Kragen Spawn " from his Graveyard or Extra Deck , up to the number of Overlay Units that " Number 4 " had and attach the old Overlay Units to the new monsters . He Special Summons two " Kragen Spawn " ( 1900 / 1500 each ) from his Extra Deck in Attack Position , each with one Overlay Unit ( " Kragen Spawn " ORU 0 → 1 ) . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .