Yu - Gi - Oh ! ZEXAL - Episode 138 " The New World " , known as " A Being of Chaos - " Don Thousand " Emerges ! ! " in the Japanese version , is the one hundred and thirty - eighth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on January 26 , 2014 and on Hulu on December 28 , 2014 . Summary . Nash tells Vector to crumble into dust and blow away in the wind as " " fires a beam from its staff into the core of " " . A massive explosion ensues and Vector ' s Life Points fall to 0 and he ' s thrown backwards , resuming his human form in the process ( these events are cut from the dub , as they took place in the previous episode ) . Yuma cheers that Shark won . As Vector hits the ground , he can scarcely believe he lost . Nash taunts him , saying it ' s just like the last time . Vector angrily asks what he means and Nash explains that the last time he confronted him here , the wandering souls of those Vector have murdered gathered here after Vector lost , carrying their resentment and sorrow . As Nash stood there victorious in his past life , those souls swarmed over Vector and carried him to the darkest depths of the abyss as he screamed in terror . Vector tells Nash not to speak to him that way ( in the dub , Vector denies hearing the voices ) , but those same souls reappear now and grab Vector again , swarming over him and preparing to drag him back to the darkness once again . Tori asks what is going on ( Tori ' s quote is cut from the dub ) , while Vector yells " stop it " in sheer terror . Nash remarks that no matter the place or time , the wicked who revel in their own power will end up destroying themselves ( in the dub , Nash tells Vector it ' s over ; the spirits will drag Vector back to the shadows ) . Vector insists that it won ' t be the same this time as purple fire shoots from him and the souls around him melt away . He yells that he is stronger than the Seven Barian Emperors or even Don Thousand - and if he goes down , he will drag Nash down with him . As Vector glows with power and cackles , the ruins lift off of the Barian City they ' ve embedded themselves in , the floor cracking around Nash , who cannot believe how much power Vector still has left . Vector continues laughing and claims he is practically a god . Don Thousand ' s voice rings out , telling Vector not to misunderstand ( in the dub , Thousand calls Vector ' s statement interesting ) . As Vector turns , Thousand bursts from the ground of the Barian World , towering up to a huge form , the upper part of his body above even the levitating ruins . He insists that this power is not Vector ' s . Vector is shocked that Thousand is back after being burned to ashes . Thousand taunts him , asking if he was so much a fool that he thought he could destroy him . Thousand remarks he was simply waiting for this opportunity and now the time has come ( in the dub , Thousand says he was aware of Vector ' s actions , while also admitting that Vector was right - one with limitless power cannot be beaten . Thousand also calls Vector a " meaningless flea " and chides him for believing that his power was his to have forever while adding that what he has given can be taken away . Thousand also calls Vector an " ignorant puppet " and continues that Vector boasted that he no longer needed Thousand ) - Vector has outlived his usefulness . The eye on Don Thousand ' s torso glows red and then opens and from it emerges a fierce wind . Nash struggles to remain standing , while Yuma and Tori are both taken to their knees . Vector scrambles around , but is drawn closer to the edge . He squeals in terror , insisting that he cannot die like this ( in the dub , Vector begs for Thousand ' s forgiveness ) . Nash falls to his knees as Vector barely holds onto a crack in the ground . Yuma leaps to his feet , running towards Vector and yelling his name . Tori yells Yuma ' s name , while Astral asks what he ' s doing . Vector screams in terror as he ' s torn from the ruins and taken closer to Thousand ' s maw . Yuma yells " kattobingu " and barely manages to catch Vector ' s hand . Yuma asks if he ' s alright and instructs him not to let go . Vector simply mutters Yuma ' s name , while Thousand laughs and asks if Yuma is really trying to help his mortal enemy ( in the dub , Thousand remarks that it ' s amusing that the " helpless is helping the hapless " ) . Tori urges him to let go , while Astral adds that he ' ll just end up being sucked in as well . Yuma claims he could not live with himself if he didn ' t try to help ( in the dub , Tori asks what Yuma is doing , while Astral yells that Yuma is in danger . Yuma replies that he knows , but he can ' t give up now ) . Even Nash urges Yuma to stop , saying that Vector has no soul - even if he saves him , Vector will just stab him in the back again . Yuma responds that even if that happens , he ' ll believe in Vector one more time . He remarks that even if Vector has no heart or soul , that does not stop him from believing that he is capable of having them ( in the dub , Yuma admits that Nash may be right , but this is a chance he is willing to take ; no matter what Vector has done , he deserves a second chance ) . He yells " kattobingu " again , while Nash mutters Yuma ' s name ( in the dub , Nash says this will be Vector ' s thirtieth chance ) . Yuma insists that even Vector has a good heart - and he showed it when he pretended to be Ray Shadows . He remarks that Ray was a nosy jerk who caused Yuma a lot of grief ( in the dub , Yuma says that they had awesome times together ) , but everyone loved him just the same - he was their friend . Yuma believes Vector showed his true self when he was Ray . Vector mutters that Yuma may be right . Yuma insists he is and urges Vector to start over as Ray once more . Vector calls him " Yuma - kun " and then adopts a crazed expression , yelling that they should go down with this ship together ( in the dub , Vector calls Yuma " the most trusting simpleton who has ever lived " ) - Yuma will die by his side . Astral yells Yuma ' s name , while Tori yells " no ! " Vector cackles and tells Yuma to join him . Yuma agrees to do so , teardrops forming in his eyes . He insists that Ray is not alone and that he will protect him . A teardrop hits Vector ' s face and he mutters " Yuma . . . " while also thinking of his time as Ray . Yuma claims from now on , Vector will be their friend . Yuma adds that he will leave no one behind - he will protect Vector . Vector tells Yuma that this world needs more of Yuma and less of Vector . He decided he cannot drag Yuma down with him though . Vector gives his farewell and lets go of Yuma ' s hand . As he is driven into Thousand ' s maw , he ends with " Yuma - kun " . Yuma screams Ray ' s name ( in the dub , he says " Why did you let go ? " ) and pounds both fists into the ground as the winds dissipate . Thousand laughs , while cracks begin to form along his body , from which light escapes . He boasts that Vector ' s power is his now . Yuma claims he ' ll never forgive Don Thousand for this ( in the dub , Thousand says his power returned ; Yuma tells him to enjoy it now , because he won ' t have it for long ) . Thousand calls him foolish as red energy gathers around his eyes . Yuma is thrown backwards . Thousand yells that his power has returned as more light bursts from his body . Tori asks what ' s going on ( in the dub , Tori yells that they should get out of here ) . Thousand instructs them to behold the dawn of a new world as his entire body glows with light . A DNA - like network of Barian energy surges through the ground as Baria Crystal flowers rise up around them . Yuma asks what ' s going on . As the light dissipates , Thousand is encased in a massive stone flower above them . His voice booms out , telling them that he has merged everything into one world - Earth and the Barian World are now truly one . He instructs Yuma to look behind him . When he does , he sees Heartland City , Barian energy flowing around it . Yuma gasps and Thousand confirms that that is the part of Earth where Yuma lived ( in the dub , Thousand explains that he shattered the dimensional barriers between the two worlds ) . He cackles that the worlds are one now . A flash of yellow light fills the sky and a beam shoots down to the ground in front of where , Yuma , Astral , Tori and Nash have gathered . From the light emerges Mizar , in his human form . He greets Yuma , who asks if Kite is really gone . Mizar confirms it - he used the last of his strength to defeat Mizar at the birthplace of the " Galaxy - Eyes " ( in the dub , Yuma asks why Mizar is here , while the Barian Emperor says he came to Yuma to fulfill Kite ' s last wish ) . Mizar takes out " " and tells Yuma that Kite entrusted him with this card . He hands the card to Yuma , saying he is entrusting Kite ' s final memento to him . Yuma mutters Kite ' s name and asks Mizar why he is giving him the card . Mizar says that Kite believed in the future - and that future is Yuma ( in the dub , Mizar says Yuma will need the card , but he won ' t get the chance to use it ) . Yuma mutters Mizar ' s name , while Mizar turns to Nash . He tells him that the Seven Emperors had their memories altered as human beings and were dragged into the Barian World as a means to revive Don Thousand . He adds that the future they dreamed of is not the one that Don Thousand weaves . Mizar turns and teleports closer to Thousand ' s flower . Nash mutters Mizar ' s name , but Mizar tells him not to interfere - they must all simply watch this Duel ( in the dub , Mizar tells Nash that he is righting their wrongs and facing Thousand in a Duel ) . Thousand asks if Mizar really dared to challenge him , having already lost his powers as a Barian . The stone flower unfurls and Thousand ' s voice changes ( Thousand ' s voice is unchanged in the dub ) as he claims he is more than a god now . Thousand stands now as a glowing golden man with Barian runes on his body and flowing black hair , taller than any human , but not as tall as he was before . Tori and Yuma say that this must be Thousand ' s true form . Mizar asks that they fight fairly as men do ( in the dub , Mizar declares that he isn ' t afraid of Thousand ) and his D - Pad appears on his arm . Thousand agrees and his own D - Pad appears , one with an eye motif . Thousand claims that Mizar shall become his bread just as the others did . The two yell " Duel ! " , but Thousand does not move from his position atop the flower . Yuma mutters Mizar ' s name ( Yuma ' s quote is cut from the dub ) as Thousand draws his card with a flourish , jumping up as he does so ( in the dub , Thousand tells Mizar that Dueling him was a mistake ) . After landing , he ends his turn . Mizar is incredulous that he would end his turn without doing anything . Thousand calmly taunts him , saying that it ' s Mizar ' s turn now - perhaps he should get on with it ( in the dub , Thousand asks Mizar if his move shook his resolve ) . Mizar declares he will show Thousand a Duel he has put his entire body and soul into . He draws and then Normal Summon s " Heliosphere Dragon " . He then activate s " Galaxy Wrath " , explaining that by skipping his Battle Phase , he may Special Summon a Level 4 or lower Dragon - Type monster from his hand . He Special Summons " Radius , the Half - Moon Dragon " in Attack Position . Mizar overlay s his two Level 4 monsters to Xyz Summon " Galaxy Stealth Dragon " ( curiously , the Overlay Network used is the one usually reserved for " Number s " ) in Attack Position . Mizar activates the effect of " Stealth Dragon " , his hand glowing with yellow energy . He can detach an Overlay Unit to Special Summon a Dragon - Type monster from his hand . He uses the effect twice , Special Summoning " Schwarzschild Limit Dragon " and " Parsec , the Interstellar Dragon " , both in Attack Position . Tori calls it amazing that he dropped three monsters so easily , but Yuma points out that he skipped his Battle Phase . Astral simply says " no " , while Nash finishes by saying that he has a different aim . Mizar instructs Thousand to behold the final trump card of a dragon tamer - " Dragon King ' s Demise " . This card will Tribute all Dragon - Type monsters he controls and inflict their combined ATK to both players as damage . Yuma and Nash both run towards Mizar ' s prone form , Yuma yelling his name . Yuma calls Mizar an idiot and asks why he did something so stupid . Mizar responds that it ' s because he found something to believe in . He believed in Kite and in the rest of them - he had finally learned to believe in others ( in the dub , Mizar admits that his pride got in the way during the Duel ; he was so caught up in defeating Thousand that he became careless ) . As Astral and Tori catch up , Mizar begs Nash , Yuma and Astral to finish this . He vanishes in a yellow light and Nash tearfully says his name . A yellow energy ball floats where Mizar was and flies towards Thousand . As he glows with energy , he remarks that Nash is the only one of the Seven Emperors remaining . Don Thousand ' s emblem radiates outward , the six bars around the central image now filled with the colors of the other six Emperors . Thousand levitates off of his feet and suggests that it ' s time Nash returned to him as well . He reveals that billions of Barian souls already reside within Thousand - some are the friends Nash lost in the war ( in the dub , Thousand only mentions Marin ) . He addresses Yuma and Astral too as he floats down from the flower and lands in front of them . He claims he will feast on their souls as well - and obtain their power to become a true god . Thousand ' s body ceases its glowing and now it appears black instead of gold , while has hair has also reversed , now being gold . He says that none of them will escape from here - they are worms who will become his feast . He asks that they let the sacrificial Duel begin . Yuma says they ' ll fight him together , with Nash agreeing ( in the dub , Yuma volunteers to Duel by himself , while Nash insists he should be the one to do it ) . Astral turns to them both and muses that Mizar risked his life to give them a message . They are past believing in others - who is friend and who is foe no longer matters ( in the dub , Astral warns Yuma and Nash not to make the same mistake Mizar did ) - they must face their most powerful enemy together . Addressing Nash as Shark , he asks that they all fight together . Yuma repeats this wish , while Nash says he will avenge his friends and comrades . Tori cheers for them all , while Astral says it is time to settle things with Don Thousand once and for all . Yuma and Nash set their D - Pads and Yuma dons his D - Gazer . They all yell " Duel ! " . Thousand declares that he has been waiting a long time for this moment . He will bring Astral to his knees and smash him to pieces . Thousand draws and immediately ends his turn again . Tori is surprised he ' s done the same thing , while Yuma grunts . Astral tells them to watch their backs - Don Thousand is the strongest enemy they ' ll ever face . He finishes by saying that there is some trick to this Duel . Yuma agrees and draws . As he controls no monsters , he Special Summons " Toy Knight " in Attack Position via its own effect . He then Normal Summons " Gagaga Magician " and overlays his two Level 4 monsters to Xyz Summon " " . Yuma tells Thousand to take a good look at this card - it is their hope . Thousand asks if they truly believe in something like hope ( in the dub , Thousand remarks that Yuma is confident and asks if this confidence will hold when a new reality is written ) . The eye on Thousand ' s D - Pad glows and the network of Barian energy below them crackles with electricity . " Utopia " grunts in pain and then suddenly explodes . Yuma yells for his monster and when the smoke clears , " Ganbara Knight " stands in its place . Even " Ganbara Knight " looks confused as to the situation , looking in both directions quizzically . Tori is confused too , while Nash and Astral both demand to know what ' s going on . Thousand explains that he activated a Counter Trap Card from his Deck called " Numeron Xyz Revision " . Nash asks how he did that , with Yuma adding that he even did it during Yuma ' s turn ( in the dub , Yuma asks if this is how Thousand changed Mizar ' s cards ) . Thousand explains that when he controls no other cards in his Spell & Trap Card Zone , this card can negate an Xyz Summon and let Thousand choose a monster from his opponent ' s Deck to Summon in its place , with its effects negated . Thousand adds that the effect rewrote the very fact that " Utopia " was Summoned ( in the dub , Thousand says his opponents have no free actions , as he controls the past , present and future , while adding that he rewrote the past ) . Astral mutters " rewrote . . . numeron " ( " rewrote the past ? " in the dub ) , before realizing what ' s happened . He says this is the power of the Numeron Code . Yuma asks how and Thousand confirms it . He explains that the whole world has become a Field Spell Card he activated - " Numeron Network " . This will allow him to activate a card with the power of the Numeron Code from his Deck once per turn if he controls no other cards . Astral remarks that he must have done the same thing against Mizar . Thousand says he is correct once more - using the power of " Numeron Network " , he activated a Counter Trap Card called " Numeron Spell Revision " . He reveals it allowed him to negate the activation of a Spell Card , search his opponent ' s Deck for a Spell Card whose activation requirements could be met and activate it instead . Nash says he rewrote Mizar ' s card too , then , while Tori remarks that this means he can rewrite anything Yuma or Nash do . Yuma asks if Don Thousand himself has the power of the Numeron Code . Astral says that ' s impossible - no one has all the " Numbers " yet . Then he realizes that the Code was hidden somewhere on Earth and remarks " it can ' t be . . . " Thousand taunts that it took him long enough to figure it out . He reveals that he has no idea where on Earth the Code ' s resting place is - so he made the Earth part of the Barian World , thus gaining the Code ' s power in the process , as he is the god of the Barian World . Astral yells Thousand ' s name , while Thousand claims with this power he is a true " god " and raises his arm . A portal appears before him and he reveals he can now directly attack the Astral World . He adds that whenever Yuma and Nash take damage , so will the Astral World . He claims he ' ll destroy both the fools before him and the Astral World in one stroke . He taunts for them to taste the power of his " Numeron " Deck as it destroys them . Featured Duels . Mizar vs . Don Thousand . Turn 1 : Don Thousand Don Thousand passes . Turn 2 : Mizar As Thousand control s no cards , he activate s the Field Spell Card " Numeron Network " from his hand during Mizar ' s Draw Phase . Mizar Normal Summon s " Heliosphere Dragon " ( 0 / 1900 ) . He then activates " Galaxy Wrath " , letting him Special Summon a Level 4 or lower Dragon - Type monster from his hand at the cost of skipping his Battle Phase . He Special Summons " Radius , the Half - Moon Dragon " ( 1400 / 1200 ) in Attack Position . Mizar overlays his two Level 4 Dragon - Type monsters to Xyz Summon " Galaxy Stealth Dragon " ( 2000 / 1600 ) in Attack Position . Mizar activates the effect of " Stealth Dragon " , detaching an Overlay Unit to Special Summon a Dragon - Type monster from his hand . He uses this effect twice , detaching both Overlay Units to Special Summon " Parsec , the Interstellar Dragon " ( 800 / 800 ) and " Schwarzschild Limit Dragon " ( 2000 / 0 ) . Mizar activates " Dragon King ' s Demise " , which allows him to Tribute all monsters he controls and inflict damage to both players equal to the combined ATK of the Tributed Dragon - Type monsters . He intends to inflict 4800 damage to both players and force the Duel to end in a DRAW , but Thousand activates the effect of " Numeron Network " as he controls no other cards , allowing him to send a " Numeron " card from his Deck to the Graveyard to activate its effect once per turn . Thousand sends " Numeron Spell Revision " to use its effect , negating the activation of " Dragon King ' s Demise " in order to activate a different Spell Card from Mizar ' s Deck instead . Thousand chooses " Card of the Dragon King " , whose effect also Tributes all monsters Mizar controls and inflicts the same amount of damage , but only to him , and allows him to draw a card for each Dragon Tributed . He Tributes his three monsters , draws three cards , and takes 4800 damage ( Mizar 4000 → 0 ) . Yuma Tsukumo and Nash vs . Don Thousand . Yuma and Nash share 4000 Life Points , while Don Thousand takes every second turn . Turn 1 : Don Thousand Thousand passes . Turn 2 : Yuma < br > As Thousand control s no cards , he activate s the Field Spell Card " Numeron Network " from his hand during Yuma ' s Draw Phase . As he controls no monsters , Yuma Special Summon s " Toy Knight " ( 200 / 1200 ) from his hand in Attack Position via its own effect . Yuma then Normal Summon s " Gagaga Magician " ( 1500 / 1000 ) and overlay s his two Level 4 monsters to Xyz Summon " " ( 2500 / 2000 ) in Attack Position . As he controls no other cards , Thousand activates the effect of " Numeron Network " , allowing him to send a " Numeron " card from his Deck to the Graveyard to activate its effect once per turn . He sends " Numeron Xyz Revision " to use its effect , negating the Special Summon of " Utopia " and destroy ing it in order to Special Summon a monster from Yuma ' s Deck to Yuma ' s side of the field with its effects negated . Thousand Special Summons " Ganbara Knight " ( 0 / 1800 ) in Attack Position . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .