Yu - Gi - Oh ! ZEXAL - Episode 049 " Crestfallen " , known as " The End of a Fierce Fight ! Hope Ray vs . Atlantal " in the Japanese version , is the forty - ninth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on March 26 , 2012 , and in the United States on February 16 , 2013 . Summary . The Duel between Trey and Yuma continues . Although Yuma is at a great disadvantage , he says he will continue , promising that he will not let Astral ' s sacrifice go to waste . He uses the last of Astral ' s power to Summon " " . He is sure that with this power he can bring back Trey ' s old self . He activates the effect of " Overlay Eater " from his Graveyard , allowing him to take the last Overlay Unit from " " and attach it to " Utopia Ray " . Then he activates the effect of " Utopia Ray " three times to increase its ATK to 4000 and decrease the ATK of " Atlandis " to 2000 . Trey wonders how Yuma is still able to fight back , even without Astral helping him , but Yuma simply responds that Astral still exists in his heart , where he is still giving Yuma strength . He attacks " Atlandis " , but Trey activates his Set Trap " Thunder Pot " , negating the attack and ending the Battle Phase . Yuma , who still won ' t give up , Sets one card and ends his turn . The ATK of " Utopia Ray " and " Atlandis " return to normal . As Trey is about to draw , he suddenly feels great pain . He remembers how Vetrix told him that his body and his mind have to go through this pain in order to control " Atlandis " , but Trey responded that he will not mind . After remembering this he shouts that he will definitely meet Vetrix ' s expectations . He draws , but because of the effect of " Atlandis " he and Yuma both lose half of their Life Points . Because of the effect ' s blast , Trey ' s helmet falls off , revealing his face which is almost completely covered by his glowing Crest . Trey screams out in pain . Yuma runs to him , but Trey refuses his aid . He explains that this is the price for the power he obtained , but he also still wants to protect his family even if his own body might fail . Trey attacks " Utopia Ray " with " Atlandis " , but Yuma activates " Battle Break " , which would negate the attack and destroy the attacking monster . As Trey is about to activate his Set Trap , he remembers what Vetrix told him about that card , " Final Prophecy " . He said that it a very powerful card and that Trey might not survive if he uses it . Despite the risk , Trey activates the Trap . It destroys " " , which was equipped to " Atlandis " and negates the effect of Yuma ' s Trap . Yuma then activates another Trap , " Half Unbreak " " , allowing him to survive with 50 Life Points left . This angers Trey , who suddenly feels even greater pain . Seeing Trey ' s current condition , Yuma wishes to end the Duel , telling him that they do not need to fight because they are friends . Trey repies that he does not need any friends . He also explains to Yuma that it is too late now , because " Final Prophecy " will inflict damage to Yuma equal to the ATK of " Machu Mech " his next Standby Phase . Suddenly , the sky fills with dark clouds and the whole area around them starts to disappear . As the destruction continues , Trey realizes that he cannot control " Final Prophecy " even with the power of his Crest . Suddenly , the ground quakes , and Trey , Yuma , and his friends fall into another world . At Vetrix ' s headquarters , Quinton and Vetrix are on a balcony . Vetrix says that it seems like Trey used his card . Quinton is surprised and asks if Vetrix really gave that card to Trey , but Vetrix just laughs and says that " Final Prophecy " is a card which can open the door to the Barian World and cannot be stopped after its activation . Meanwhile Trey tells Yuma that they will be brought into another world but vows that he never wanted it to happen . He also asks Yuma if he could forgive him . Yuma , however , remains confident that if he wins the Duel , he can stop the destruction . Then Yuma remembers Astral again and the miracle they performed together . Trey suggests using his Crest ' s power to return Astral . He adds that he might be consumed by its power , if he is not able to control it . Trey is also worried about what will happen to himself , but gives Yuma the power of his Crest . Then , in the Emperor ' s Key , Astral appears and meets Kazuma who tells him that his son needs him and Astral should go and help him . Kazuma disappears and Astral goes to Yuma , who weeps with joy and relief , but then Trey is pulled into " Atlandis " . Immediately , Yuma and Astral overlay and perform a Shining Draw . They draw " ZW - Phoenix Bow " . By this card ' s effect , they inflict 1000 damage to Trey and destroy " Atlandis " , winning the Duel for Yuma . Because of this , they return to their world . Trey tells Yuma that he knows that he accepts him and is his first true friend . He also asks Yuma if he would save his family , because he is sure that Yuma is the only person that could do that . Then Trey disappears , leaving both of his " Number " cards and a Heart Piece allowing Yuma to enter the World Duel Carnival finals . Later at Vetrix ' s headquarters , Trey lies in a bed and apologizes to Vetrix . Vetrix replies that it does not matter and Trey then asks if Vetrix could hold his hand . As Vetrix takes hold of his hand , Trey says that he is feeling tired and falls asleep right away . Vetrix swears to exact revenge on Yuma for the defeat . Featured Duel : Yuma Tsukumo vs . Trey . " Duel continues from the previous episode . " Turn 9 : Trey Trey Set s two cards . Turn 10 : Yuma Yuma draws . He then performs a Chaos Xyz Evolution and overlays " " with its Overlay Unit in order to Xyz Summon " " ( 2500 / 2000 , ORU : 2 ) in Attack Position . Yuma then activate s the effect of " Overlay Eater " to banish it from his Graveyard and attach an Overlay Unit from " " ( " Chronomaly Atlandis " : 1 → 0 ORU ) to " Utopia Ray " ( " Utopia Ray " : 2 → 3 ORU ) . Yuma activates the effect of " Utopia Ray " three times to detach all of its Overlay Units ( " Utopia Ray " : 3 → 0 ORU ) and increase the ATK of " Utopia Ray " by 500 for each Overlay Unit detached ( " Utopia Ray " : 2500 → 4000 ATK ) as well as decrease the ATK of " Chronomaly Atlandis " by 1000 for each Overlay Unit detached ( " Chronomaly Atlandis " : 5000 → 2000 ATK ) . " Utopia Ray " attacks " Chronomaly Atlandis " , but Trey activates his face - down " Thunder Pot " to negate the attack and end the Battle Phase as a " Chronomaly " monster he control led was being target ed for an attack . Yuma Sets a card . On Yuma ' s End Phase , the effect of " Utopia Ray " expires ( " Utopia Ray " : 4000 → 2500 ATK ; " Chronomaly Atlandis " : 2000 → 5000 ATK ) . Turn 11 : Trey Trey draws " Chronomaly Resonance " . On Trey ' s Standby Phase , the fourth effect of " Chronomaly Atlandis " halves both players ' Life Points as " Chronomaly Atlandis " has no Overlay Units ( Yuma : 200 → 100 LP , Trey : 1800 → 900 LP ) . " Chronomaly Atlandis " attacks " Utopia Ray " , but Yuma activates his face - down " Battle Break " to destroy " Chronomaly Atlandis " and end the Battle Phase . As Yuma activated a Trap Card , Trey activates his face - down " Final Prophecy " to negate and destroy " Battle Break " by destroying the " " equip ped to " Chronomaly Atlandis " ( " Chronomaly Atlandis " : 5000 → 2600 ATK ) . Yuma activates his face - down " Half Unbreak " to prevent " Utopia Ray " from being destroyed in battle this turn and halve all Battle Damage he takes from Battles involving it ( Yuma : 100 → 50 LP ) . Trey explains that during his next Standby Phase , " Final Prophecy " will inflict damage to both players equal to the change in ATK " Chronomaly Atlandis " had after " Chronomaly Machu Mech " was destroyed , which is 2400 . He also explains that since his Life Point are at most 1000 because of the fourth effect of " Chronomaly Atlandis " , the final effect of " Chronomaly Atlandis " will prevent it from being destroyed by battle and Trey from taking Battle Damage involving it . Turn 12 : Yuma At this point , Trey and Yuma use the power of Trey ' s Crest and the Emperor ' s Key to revive Astral . Yuma and Astral then perform a ZEXAL Morph with themselves . Yuma then performs a Shining Draw and gets " ZW - Phoenix Bow " . He then equips " Phoenix Bow " to " Utopia Ray " from his hand via its own effect , increasing its ATK by 1100 ( " Utopia Ray " : 2500 → 3600 ATK ) . " Utopia Ray " attacks " Chronomaly Atlandis " , Yuma then activates the second effect of " Phoenix Bow " to destroy " Chronomaly Atlandis " , reduce the battle damage inflicted to 0 , and inflict 1000 damage to Trey ( Trey : 900 → 0 LP ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .