Mr . Heartland ( manga ) Mr . Heartland is a character appearing in the " Yu - Gi - Oh ! ZEXAL manga " . He is the person in charge of relaying Dr . Faker ' s orders to Kaito Tenjo and is the current director of the Heartland Theme Park , as well as one of the main antagonists . Design . Appearance . Mr . Heartland is usually seen wearing a green suit , yellow shirt , and orange tie . He also sports a pair of stylish orange glasses with a crimson " V " shape ( similar to a heart ) in the center . His hair is a similar green to his suit with a lighter green fringe . In Heartland Theme Park ( and when he Duels with his " Land Power " Field Spell Card ) , he appears wearing a golden suit covered in pink hearts identical to his anime counterpart ' s costume during the World Duel Carnival . With this costume , he also wears a top hat with a similar style as well as a bow tie covered in spots . Personality . To the people of his city , Heartland appears to be a benevolent , fun - loving leader ( this depiction especially apparent in his appearance as mascot for Heartland Theme Park ) . However the real Mr . Heartland is a cunning and heartless ruler , secretly in league with the malevolent designs of Dr . Faker . He fiercely defends his secrets and is not above killing those who find out the truth about what he does to protect himself . He does have another , more flamboyant and vain side connected with his Heartland Theme Park ; of which he describes himself as the " Star . " Like his anime counterpart , he also occasionally uses the catchphrase " Heart Burning ! " In his Duel with Kyoji Yagumo , Heartland ' s true nature is revealed as that of a depraved and greedy con artist . His specialty was worming his way into the confidence of those who were close to death and extorting their fortunes , with 689 victims to date . He began working with Faker in order to steal the limitless energy machine Faker was developing with his assistant Luna . During this time , he hacked the database of the pharmaceutical company that made Faker ' s medication and used it to extort even more victims . When Faker eventually succumbed to his illness and died , Heartland hid his death and continued running Faker ' s operation on his own . He also ended the attacks on Astral World because he feared its destruction would destroy Earth as well . Abilities . When Dueling , Mr . Heartland cheats using a trick he dubs " Mind X - Ray " which allows him to check the Deck of his opponent remotely . While Mr . Heartland goes to lengths to mystify his " power , " Mind X - Ray is really nothing more than a parlor trick made possible through the use of an X - Ray camera Heartland has built into his D - Gazer , which gleams while in use . Mind X - Ray functions similarly to Pegasus ' Mind Scan power in that it is ( at least on the surface ) limited by the opponent ' s knowledge of their Deck and cannot detect the true form of cards whose form is unknown to the opponent . Mr . Heartland ' s glasses also have a mechanism which enables him to see Astral , though not fully . It is also to be assumed they have some kind of mechanism to function as a Duel Gazer , as he has several times viewed Duels without the aid of an actual Gazer . Etymology . Mr . Heartland is the mayor of Heartland . Whether the location was named for him or if he adopted the name upon becoming its mayor is unknown . Biography . History . One day , under Dr . Faker ' s orders , Mr . Heartland went to a small , wooden villa , where the brothers Kaito Tenjo and Haruto Tenjo lived , and took Haruto away by force , saying that he had a special power within him . Kaito tried to rescue Haruto , but Mr . Heartland fled by car . Some time later , when he went to Mr . Heartland ' s place , Haruto initially doesn ' t recognize him . Kaito hugged him and asked Mr . Heartland what he did with him . Mr . Heartland explained that Haruto had the power to communicate with the spirits of Astral World , and that they needed him to destroy it , or the human world wouldn ' t be saved . Kaito told him to return Haruto back to normal , and Mr . Heartland said that his soul had probably already left , but that there was a way to heal him , which was to become a Number Hunter and collect all the " Number " cards . At that point , Haruto caught a butterfly with his hands and crushed it . Shocked , Kaito accepted Mr . Heartland ' s order . Several days later , at Heartland Tower , Mr . Heartland told Kaito that he ' d be sure to convey his passionate heart to Dr . Faker . He added that Kaito should go see Hart , as it ' s been a while - and it would surely boost Kaito ' s will as well . After Kaito left , Heartland turned around and addressed Dr . Faker through a circular monitor . He told Faker that everything was progressing well . Faker responded that that ' s fine and that the life of Kaito ' s younger brother was on the line for him . Faker stated that Kaito had given up his humanity to protect Hart , just as Faker had given up his to protect the city . Faker said that he knew a messenger would be sent from Astral World and that he would crush it thoroughly , sending its remains back to their world . He claimed it ' s the only way to protect the planet , to which Heartland said he understood . Yu - Gi - Oh ! ZEXAL . Mr . Heartland is currently the owner and director of the Heartland Theme Park . After Haruto collapsed and Kaito became temporary inactive , he sent three assassins to secretly hunt the " Numbers " in the Park , acting like employees while obtaining the " Numbers " from the park ' s customers - Captain Corn , Thunder Spark and Cologne . He even allowed Duelist s to enter for free to make the hunt for the " Numbers " easier . When Yuma Tsukumo and his friends from the Numbers Club went to the Theme Park in order to find " Numbers " , Mr . Heartland sent his assassins to defeat him . After Yuma defeated the first assassin , Captain Corn , Mr . Heartland appeared to them , saying he wanted to collect the " Numbers " in order to destroy the " evil " Astral World , and calling Astral the " messenger " . Before Yuma could ask anything , Mr . Heartland clapped his hands , making a trapdoor appear in the floor under Yuma , which sent him and his friends to the second assassin , Thunder Spark . Upon Thunder Spark ' s loss , Mr . Heartland convinced his last assassin , Cologne , to defeat Yuma . She initially hesitated , but Mr . Heartland threatened her by saying that if she didn ' t do as she was asked , she would go back to the way she was - a pitiful doll who was abandoned and sent to the disposal plant of Heartland . Cologne immediately decided to defeat Yuma . After Cologne ' s defeat , when Yuma and his friends were escaping the Heartland Theme Park , Kaito and Orbital 7 went to meet them . Kaito challenged Yuma to a Duel in order to obtain his " Numbers " , but Mr . Heartland showed up from the upper stairs , interrupting them . Mr . Heartland smiled and orders Kaito to defeat the messenger from the Astral World in front of him . However , Kaito refused to follow his method , and triggered Orbital 7 ' s self - explode mechanism , kicking him towards Yuma ' s gang , which destroyed part of the bridge . This made Yuma and his friends fall in the water under them , which allowed them to escape . Mr . Heartland told Kaito that this action was a big act of disobedience towards him and Dr . Faker . Kaito and Mr . Heartland , both irritated , stared at each other for few seconds before the former turned around and left the room , ordering Orbital 7 to go with him . After Shadow ' s failure , Heartland ' s hired agent Kyoji Yagumo decided to betray his employers . He told Mr . Heartland that he ' ll be following his own plan to destroy Astral World , which angered Mr . Heartland to the point of them Dueling each other . During the Duel , Heartland wielded a " Heart Monster " Deck based around the theme park he had made in his own image . He quickly gained an overwhelming advantage over Yagumo making use of the " Land Power " Field Spell . However , Kyoji turned the tide on Heartland when he activated his " Court Battle " card , and claimed that Mr . Heartland was to be prosecuted for his " sins " and that Dr . Faker was already dead . As the Duel continued , Heartland remained incredulous to Kyoji ' s claims . Kyoji elaborated on his earlier claim by calling " himself " to the stand , revealing a clone made up of small spiders ejected by , which he was able to link his vision with . He explains that over the past year , no one had been allowed to see Dr . Faker in person , leading him to suspect something was amiss . He used his spiders to infiltrate Faker ' s lab and found a video recording made by the doctor as part of his research logs . In it , Faker remarked that after 1 year and 15 days since he began his attack on Astral world , he had made no progress , and his health was in rapid deterioration . Like his son , Faker was beginning to succumb to his own incurable illness and recognized that he did not have long to live . He claimed his only regret was that without him , no one would be left to cure his youngest son . Kyoji told Heartland he had realized that Faker was nothing more than a " pitiful father trying to save his sick son " and his natural death was being used by Heartland . Heartland continued to resist these charges claiming that he had nothing to gain . However Yagumo explained that Heartland ' s real goal was to steal the valuable limitless energy machine Faker was developing , in order to amass wealth for himself . Thus Heartland hid Faker ' s death from everyone – even Faker ' s own children . Heartland maintained that Kyoji ' s charges were baseless , and used the power of his " " to make his monsters inflict lethal damage to Yagumo when destroyed . He also began using his Mind X - ray ability – which he claimed made him a genius con man – to scan Yagumo ' s entire Deck . Kyoji then revealed his Rank - Up Spell Card , " Rank - Up Spider Web " , using it to summon " " , which made short work of Heartland ' s monsters without taking damage . Heartland reacted in surprise , as that " Number " had not previously existed in Kyoji ' s Deck . He scanned once more , again finding no threats . Heartland responded by Summoning his " " , which failed to destroy " Sarameya . " Heartland then asked Kyoji how exactly he " used " Faker . Kyoji revealed that Heartland had used his connections with Faker to hack the databases of the pharmaceutical company that made his life - prolonging medication to find other victims to swindle . He called Heartland out as a common con man who made his living by working his way into the confidence of those near the end of their lives to take their fortunes – with 689 victims total . Kyoji then asked Heartland what he promised Faker to gain his confidence ; whether it was that he would take care of Haruto when he died or if the boy would be cured if he did as Heartland said ( It was later revealed that it was on the promise that he would cure Haruto ) . At this point Heartland revealed his true colors with a menacing grimace , telling Kyoji that he knew too much and couldn ' t be allowed to live . In response , Kyoji pointed out a spider on Heartland ' s shoulder that had revealed Heartland ' s " Mind X - Ray " as a dishonest trick made possible via an X - Ray camera . Yagumo then activated " Rank - Up Spider Web " a final time , choosing to summon a Blank " Number " . He revealed that all " Numbers " took on forms that fit the desires of the Duelists who held them . However Kyoji ' s only desire was to see the world destroyed – a desire he calls " a wish as insubstantial as a single spider ' s web drifting on the wind . " Thus all of Kyoji ' s " Numbers " remain blank as long as he holds them , only taking form when Summoned in a Duel . His " Numbers " evolved to fit whatever situation Yagumo found himself in , and even he didn ' t know the full extent of their power ( explaining why Heartland ' s Mind X - Ray couldn ' t find any of his " Numbers " ) . Yagumo transformed the blank card into " " , which destroyed all of Heartland ' s Defense Position monsters . He also used the effect of " Court Battle " , giving it enough power to defeat Heartland . Yagumo finally exclaimed that Heartland ' s real sin was not that he had merely deceived the Duelists in Faker ' s employment , but that he had stopped the attacks on Astral World for fear of the destruction of Earth . Yagumo insisted that the world deserved destruction and there is no value in its existence as he dealt the final blow . Heartland ' s ultimate fate is never seen , but when Yagumo reappeared before Kaito after the Duel , he carried Heartland ' s cracked glasses which , coupled with his earlier threats , implied that he has killed Heartland . Later , Kyoji created a duplicate of Heartland using his spider - clone powers in order to host the double Duel in the new Heartland New Tower between Kaito and Yuma , and between Shark and Kyoji himself . Number Hunting . Mr . Heartland used many subordinates of his and Dr . Faker to hunt for " Numbers " . It is unknown if Mr . Heartland also hunted " Numbers " himself . The exact quantity of " Numbers " Mr . Heartland had in his possession is unknown , but he was revealed to have possession of at least 2 " Numbers " : " " and " " , which he used against Kyoji . However , after losing the Duel , Kyoji procured Mr . Heartland ' s " Numbers " . Deck . Mr . Heartland uses a " Heart Monster " Deck , which similarly to the Toon Monster s , focuses on damaging the opponent with Direct attack s while keeping them protected from harm .