Yu - Gi - Oh ! ZEXAL - Episode 110 " A World of Chaos : Part 1 " , known as " Three Worlds on the Verge of Destruction ! Ultimate Rampage - Numbers 96 ! ! " in the Japanese version , is the one hundred and tenth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on June 30 , 2013 and in the United States on May 17 , 2014 . Summary . Within an enflamed Sphere Field , Number 96 finds the inside of his body being ravaged by the power of " Chaos " . He states that it is trying to completely erase his existence , but with a belief of defeating Astral , he declares that he will make this power of Chaos his own even if his body falls apart . Number 96 breaks free of the Sphere Field and believes he has finally surpassed Astral himself and all of creation and declares himself as a god . Inside the Different Dimension Airship in the Emperor ' s Key , Astral wonders about the Legendary Numbers of the Seven Ruins and the legends left behind in those ruins that are stories from when the Seven Barian Emperors were humans , while one of these ruins showed him Reginald and Rio Kastle among the legends in the final ruin at the bottom of the ocean . As he questions whether Reginald and Rio were really Barian s , he suddenly feels a jolt through his body as Number 96 begins to assault the Astral World . In the Barian World , Vector witnesses numerous large energy ball s attacking his world . Don Thousand tells Vector that Number 96 has started to make his move , plus that an attack on the Astral World will have repercussions here too ( in the dub , Thousand also adds that Number 96 is out of control ) . Thousand then orders Vector to search for him immediately . Elsewhere , Number 96 keeps attacking , this time launching energy balls through a portal , intent on destroying everything . On Earth , Yuma is fast asleep . Astral wakes him up , causing him to fall out of his hammock . He explains that there is something going on in the Astral World and an abnormal phenomenon is occurring all over the world as well ( in the dub , Astral says the first step of finding the solution to this problem is to find the cause ) . As Astral finishes this statement , a news report on Earth ' s natural disasters plays on TV . Dormant volcanoes have erupted , auroras have appeared in unusual places and tropic areas have frozen over . Kari is watching the news downstairs . Yuma rushes downstairs and asks her what is going on . Kari chides him for being too carefree and informs him about the natural disasters that have taken place . She leaves to report on the news . When Kari is gone , Astral realizes that the disasters affecting the Astral World are also affecting Earth and deduces that Number 96 is behind all this . In an unknown location Number 96 states that it ’ s time to make Astral realize his power and absorb him . He leaves through a portal to locate Astral . At the hospital , Shark stands by Rio ' s bedside . He mutters why his sister had to be injured again and wonders what will be next for them ( in the dub , Shark wonders if they are human or Barian ) . Suddenly , Rio mutters , " darkness " . Shark asks what she means and Rio continues that the darkness will pull Yuma in . Shark presses on for more information , and Rio says the curtain of the tragedy is rising . Shark mutters Yuma ' s name . Meanwhile , Yuma walks along with Tori , who says Rio has not woken up since they arrived from the ruins . Yuma says he knows , but they will get Rio to help because she was able to predict information about the Barians even if she was unconscious ( in the dub , Yuma replies the last time Rio was unconscious , she did not wake up for a long time ) . He becomes optimistic that Rio will suddenly wake up . Yuma goes on to say that he is worried about Shark since he has been acting weird after returning from the ruins at bottom of the ocean ( a flashback of Rio ' s and Shark ' s past lives is cut from the dub ) . Astral replies that Shark may have a serious talk with Yuma one of these days , believing it ’ s not his place to tell Yuma what happened . Yuma says this is something he and Shark should talk about , even if the consequences would bring great suffering ( in the dub , Astral adds that Shark may be withholding information from Yuma to protect him , while Yuma adds that Shark is afraid that Yuma will turn his back on him ) . Just then , Shark rides by on his bike and asks if Yuma is alright , which confuses him . As they talk , dark particles fall out of the sky . Tori holds out her hand and catches one . It shocks her with a small burst of purple electricity . Yuma asks her what ' s wrong before being shocked by the particles on his hands . Shark tells Yuma to look up as a dark cloud forms . As purple lightning strikes , Number 96 ' s eyes appear in the cloud and Astral realizes that Number 96 was indeed behind everything . The ground quakes and Astral notes that he had never felt power this strong before . Number 96 continues laughing and surrounds Yuma , Tori and Shark in a yellow aura . Kite and Orbital 7 fly around , with the latter reporting that there is a sudden gravitational change in Sector B3 - 32 . Meanwhile , Yuma and his friends are pulled into the cloud Number 96 conjured and disappear . Orbital loses control of his flight before he and Kite are surrounded by the same aura and vanish . Yuma wakes up and finds himself in another location . Tori calls out to him and he turns to find his friends safe and wonders what Kite is doing here as well ( in the original Kite did not say anything ; in the dub , Kite says , " Beats me " as he rises ) . They are greeted by Number 96 , who floats down from above . He lands and notes that some uninvited guests had snuck in ; this did not matter , as he will be taking their " Number s " anyway . Number 96 tells them to sit tight and wait for their deaths . Astral realizes his deductions were right - - Number 96 was behind all this . Number 96 confirms it and shows them a view of the Astral World ' s destruction through a portal . He states his power not only is destroying the Astral and human Worlds , but the Barian World as well . Astral asks if Number 96 is trying to destroy the Astral World ( he mentions the other two worlds in the dub ) and Number 96 confirms it . Yuma asks if the Astral World is Number 96 ' s birth place and the malevolent spirit says this fact gives him a reason to destroy it ( in the dub , Yuma asks why Number 96 is doing this and Number 96 says he is doing it because he can ) . As a god , Number 96 claims he does not need a birth place . Shark disagrees with him ( in the dub , Number 96 says it ' s too bad that his opponents will not be around to see the end of the worlds ' destruction ; Shark mutters that Number 96 means business ) . Number 96 says the time has come to settle their scores with Yuma and Astral as a god . He forces them into a Sphere Field , calling it their tomb . Astral is shocked that Number 96 is using the power of the Barians , but Number 96 reminds him that he is a god ; there is nothing a god cannot create ( in the dub , Astral notes the danger has increased exponentially ; Number 96 says Astral is correct ) . To punctuate this statement , he strikes down Yuma and Astral with a lightning bolt . Tori yells Yuma ' s and Astral ' s names . Number 96 says he is invincible in the Sphere Field and the only thing Yuma and Astral can feel is pain . Kite calls this a shrewd trick , while Tori yells at Number 96 to fight fair and square ( Kite ' s and Tori ' s quotes are cut from the dub ) . Astral thinks the field holds nothing but damage for himself and Yuma ; they cannot afford to lose . He rises with difficulty and urges Yuma to win the Duel , with the latter agreeing . The Duel begins , with Number 96 telling Astral the time to settle this is now ( in the dub , he wishes his opponents good luck ; they will need it ) . He takes the first turn and Summons " Malicevorous Spoon " and activates the effect of " Malicevorous Fork " from his hand , allowing him to Special Summon it by sending a " Malicevorous " monster from his hand to the Graveyard . He then Special Summons the discarded " Malicevorous Knife " with the effect of " Spoon " as another " Malicevorous " monster was Special Summoned . Yuma realizes Number 96 did the same strategy in Vector ' s ruins . and overlays his monsters to Xyz Summon his card form , " . " Then Number 96 activates " Rank - Up - Magic Barian ' s Force " , calling it the power of God , to perform a Chaos Xyz Evolution to Summon " " . Setting a card , he ends his turn ( in the dub , Number 96 says the forecast has gotten worse and wonders how worse it can get ) . Astral tells Yuma that Number 96 ' s strategy is to Xyz Summon is ace card straight away ; there may be something else to it . Yuma tells Astral he knows , while Astral warns him to be careful . Yuma Normal Summons " Gogogo Golem " , Astral tells him to Special Summon " Doggy Diver " from his hand as he controls a Level 4 monster , and Yuma does so . Tori exclaims that Yuma has monsters on his field . He overlays them to Xyz Summon " " . Before Yuma can make another move , a jolt of electricity runs through him . Astral asks if he is okay , and Yuma reassures him he is fine . He thinks things will not go well right now , but declares he is going all - out . Yuma activates " Rank - Up - Magic Numeron Force " to Rank - Up " Utopia " into " . " Number 96 responds with a smirk and Astral has taken note of that . Yuma activates the effect of " Numeron Force " to negate the effects of all face - up cards , meaning " Dark Storm " cannot use its effects . Number 96 laughs in response , and Yuma asks what ' s so funny . Number 96 replies that Yuma fell into his trap . Yuma asks what he means and Number 96 reminds Astral they are at a disadvantage in the Sphere Field ; they needed to Summon a " Chaos Xyz " monster to make it a short - term battle and escape . He activates " Chaos Bringer " to detach all of the Overlay Units of " Utopia Ray Victory , prevent Yuma from attacking and add a Field Spell Card , " Chaos Field " , from Number 96 ' s Deck to his hand . Yuma is frustrated , but Astral tells him to remain focused . Yuma ends his turn with a Set card . Number 96 begins his turn . He says as a God , his ultimate field is now assembled . Astral repeats , " ultimate field ? " ( in the dub , Number 96 says he will make the Duel more challenging ) He activates the Field Spell " Chaos Field " that he added to his hand the last turn . Stalagmites erupt from the ground , destroying the Sphere Field surrounding all three Duelists . By detaching a Chaos Overlay Unit , Number 96 can Special Summon a " Number " monster from Yuma ' s Extra Deck to his side of the field with its effects negated . He uses it to steal Yuma ' s " " . Yuma yells , " say what ? ! " ( in the dub , Yuma yells at at Number 96 to leave the " Numbers " alone ) before being jolted by electricity . Number 96 says the " Chaos Field " is also known as the " God Field " ; Yuma will feel nothing but pain . He detaches a Chaos Overlay Unit from " Dark Storm " . As he does so , a bolt of yellow energy strikes Yuma and a blank card appears , which floats to Number 96 . He Summons " Heraldry Crest " . Kite notes that this used to be Vetrix ' s most powerful monster , while Shark says Number 96 will take Yuma ' s " Numbers " one by one . Tori exclaims this can ' t be happening . Number 96 activates the other effect of " Chaos Field " to Rank - Up the monster he took from Yuma into a " Chaos Xyz " monster . Yuma exclaims , " Say what ? ! " while Astral is surprised Number 96 can also Rank - Up with another card ( in the dub , Astral tells Yuma to prepare himself ) . Number 96 Ranks - Up " Heraldry Crest " into " . " Yuma cries out that " Heraldry Crest " became his opponent ' s " Chaos Xyz " monster . Number 96 activates the effect of " Heraldry Crest of Horror " , detaching a Chaos Overlay Unit to add the ATK of " Utopia Ray Victory " to its own and gain that monster ' s effects . " Heraldry Crest of Horror " fires a purple beam from its horns , striking " Utopia Ray Victory " , bringing the ATK of " Heraldry Crest of Horror " from 4000 to 6800 . Yuma and Astral realize that if the monster attacks , they will take 4000 damage and lose before being shocked bye electricity . As " Heraldry Crest of Horror " forms a purple energy ball , Astral reminds Yuma to activate his Trap Card . Yuma agrees and activates " Number Spell Caster " , Tributing " Utopia Ray Victory " to activate a Spell Card from his Deck . He activates " Swords of Burning Light " which prevents the new " Chaos Number " from attacking . Number 96 praises Yuma for escaping defeat before Setting a card to ends his turn . Kite says Yuma managed to dodge the attack , while Shark says this does not change the desperate situation . This worries Tori . Faced with two powerful " Chaos Numbers " , Yuma is jolted by electricity before he draws " Number Return " . Astral reminds him to observe the situation , which he agrees to . Yuma Sets a card and ends his turn . Number 96 repeats , " observe the situation ? " before yelling that they meant they will not touch him ( in the dub , Number 96 says this is pointless ) . He uses the effect of " Chaos Field " once again , this time stealing " " and Ranking it Up into " " . Yuma yells that Number 96 also Ranked - Up " Heart - eartH Dragon " ( in the dub , Yuma exclaims things went from worse to worser ) . Number 96 then activates the effect of " Heart - eartH Chaos Dragon " , which prevents Yuma from activating card effects of cards on the field , as well as negating his face - up cards including " Swords of Burning Light " until the End Phase . " Heart - eartH Chaos Dragon " fires a purple beam from its mouth , freezing the " Swords " solid . Number 96 concludes that his opponents are defenseless and says this is the end . Featured Duel : Yuma Tsukumo vs . Number 96 . Turn 1 : Number 96 Number 96 Normal Summon s : Malicevorous Spoon " ( 100 / 500 ) . He activate s the effect of the " Malicevorous Fork " in his hand , letting him send a " Malicevorous " monster in his hand to the Graveyard to Special Summon it . He sends " Malicevorous Knife " to Special Summon " Fork " ( 400 / 400 ) . As a " Malicevorous " monster was Special Summoned , he activates the effect of " Spoon " to Special Summon a " Malicevorous " monster from his Graveyard . He Special Summons " Knife " ( 600 / 100 ) in Attack Position . Number 96 overlays his three Level 2 DARK monsters to Xyz Summon " " in Attack Position . He then activates " Rank - Up - Magic Barian ' s Force " , Ranking Up " Dark Mist " and performing a Chaos Xyz Evolution to Special Summon " " ( 1000 / 1000 ) in Attack Position . Number 96 Set s a card . Turn 2 : Yuma Yuma Normal Summons " Gogogo Golem " ( 1800 / 1500 ) . As he control s a Level 4 monster , Yuma Special Summons " Doggy Diver " ( 1000 / 1000 ) in from his hand Attack Position via its own effect . Yuma overlays his two Level 4 monsters to Special Summon " " ( 2500 / 2000 ) in Attack Position . He then activates " Rank - Up - Magic Numeron Force " , Ranking Up " Utopia " and performing a Chaos Xyz Evolution to Special Summon " " ( 2800 / 2500 ) in Attack Position . Due to the effect of " Numeron Force " , the effects of all face - up cards on the field are negate d this turn , except for " Utopia Ray Victory " . As Yuma Summoned a " C " Xyz Monster , Number 96 activates his face - down " Chaos Bringer " , detach ing all of the Chaos Overlay Units from " Utopia Ray Victory " ( " Utopia Ray Victory " ORU 3 → 0 ) and add ing a " Chaos Field " from his Deck to his hand . It also prevents " C " Xyz Monsters from attack ing this turn . Yuma Sets a card . Turn 3 : Number 96 Number 96 activates " Chaos Field " . Once per turn , by detaching a Chaos Overlay Unit from a " Number C " monster , he can Special Summon a random " Number " from Yuma ' s Extra Deck , but it cannot attack , its effects are negated and it is destroy ed during the End Phase . He detaches a Chaos Overlay Unit from " Dark Storm " ( " Dark Storm " ORU 4 → 3 ) , Special Summoning " " ( 2600 / 1400 ) in Attack Position . He then activates the second effect of " Chaos Field " , Ranking Up " Heraldry Crest " to Special Summon " " ( 4000 / 1800 ) in Attack Position . Number 96 activates the effect of " Heraldry Crest of Horror " , detaching the overlaid " Heraldry Crest " ( " Heraldry Crest of Horror " ORU 1 → 0 ) to increase its ATK by that of " Utopia Ray Victory " and gaining its effects ( 4000 → 6800 ) . " Heraldry Crest of Horror " attacks " Utopia Ray Victory " , but Yuma activates his face - down " Number Spell Caster " . By Tributing a " Number " monster , he can activate a Continuous Spell Card from his Deck . He Tributes " Utopia Ray Victory " to activate " Swords of Burning Light " , which prevents Number 96 from attacking while Yuma controls no monsters . Number 96 Sets a card . Turn 4 : Yuma Yuma draw s and Sets " Number Return " . Turn 5 : Number 96 Number 96 activates the first effect of " Chaos Field " , detaching a Chaos Overlay Unit from " Dark Storm " ( " Dark Storm " ORU 3 → 2 ) to Special Summon " " ( 0 / 0 ) from Yuma ' s Extra Deck in Attack Position . He then activates the second effect of " Chaos Field " , Ranking Up " Heart - eartH Dragon " to Special Summon " " ( 1000 / 0 ) in Attack Position . Number 96 activates the effect of " Chaos Dragon " , detaching the overlaid " Heart - eartH Dragon " ( " Chaos Dragon " ORU 1 → 0 ) to negate the effects of all of Yuma ' s face - up cards and preventing Set cards from being activated until the End Phase . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .