Interdimensional War The Interdimensional War is a series of prolonged hostilities between the Astral World and the Barian World , with the Human World exploited as a battlefield . It consequently serves as the main conflict of Yu - Gi - Oh ! ZEXAL . The Numeron Code is the ultimate objective of both factions as it decides the victor and destiny of all three worlds . The war concluded with the death of the Barian deity Don Thousand , the revival of the Seven Barian Emperors as humans and the reunification of both high - energy dimensions into a single parallel world . Background . In the Beginning . Long ago , the Astral World and Barian World were once a single world , infused with the power of Chaos . However , denizens of that World believed that Rank - Up could be achieved without the power of Chaos , and that their world needed purity . Therefore , all souls who used chaos were exiled , resulting in the creation of Barian World . The Barian World was originally small , but it expanded upon receiving the souls who died in relation to the war between Nash and Vector . Now , the Astral World is a world where negativity does not exist , not even hatred . It is , in essence , a pure , clean world . However , after forsaking Chaos , the force of the pure will to live and protect , the Astral World ’ s power began to wane . Now , the Astral World has become a dispassionate one , whose aim is only to Rank - Up . This resulted in the creation of " Eliphas " , the will of Astral World and a being whose only aim is to Rank - Up . According to Eliphas , Astral was born for the sake of eliminating the Barian World and to lead his own world to a higher Rank - Up . Astral vs . Don Thousand , and the " Numbers " . The emissary of Astral World , Astral fought against the god of the Barian World , Don Thousand . According to Jinlon , two divine lights were fighting in the sky far , far away . The battle lasted for hundreds of days . Fire poured on the ground as lightning ripped through the very Earth . Then , those two light s collided and vanished . Astral ultimately emerged victorious , sealing Thousand in the Barian Sea , but bringing chaos to the Earth in the process , along with being greatly affected as a result . During the battle , parts of Astral ' s power were scattered about Earth and designated the location of the Numeron Code . They manifested in the form of fifty of the " Numbers " , among them the seven Legendary " Numbers " and the four " Numeron Gate " monsters . During the battle , a shard of Thousand ' s soul was trapped inside Astral . It eventually developed into the form of Number 96 , the embodiment of the power of a " Forbidden Number " . What also got lost from him , during the battle , was Astral ' s other half , his human half . Past Lives . It is revealed that before becoming Barians , the Seven Barian Emperors were humans in their past lives , with each of their past being connected to each ruin the Legendary Numbers were hidden in , along with the Numbers themselves and their protectors . Later , it was revealed that their reincarnation as Barians was due to Don Thousand ' s influence . The Missing Barian Emperors . The leaders of the Barian Emperors , Nash and Marin , went missing at some point . According to Thousand , Vector is the one responsible for their disappearances , as he had murdered them . It was later found that they did not truly die ; their souls had been placed into the real Reginald and Rio post - mortem by Abyss . Prelude . Not much is known on why the war between the two dimensions really started , with the only clue for such learned from Dumon and Mizar ; that one cannot exist while the other survives . Recently , it has been revealed that it was ignited due to the Barians ' grudge against Astral World for their banishment and to protect themselves from being destroyed by it , by destroying Astral World first , while it wishes to destroys Barian World in order to achieve a higher Rank - Up . Human Recruitment . Due to the fact that the neither the denizens of Astral or Barian World can interact with each other nor collect the " Numbers " directly , the Barians had to resort to manipulating humans to retrieve the " Numbers " and destroy Astral World . Don Thousand began this process eons before the series , as part as his agenda to steal the Numeron Code and shape all reality to his image , even before and after being sealed by Astral . However , the Barian ' s recruitment process , they inadvertently allow the Astral World and Astral himself to obtain the help of two adventurous beings who would ultimately help shape the destiny of the worlds , Kazuma and his youngest child and Astral ' s missing half , Yuma Tsukumo . Current Events . Pre - World Duel Carnival . Door to Destiny . During a duel with Shark to recover Bronk ' s deck , Yuma opened The Door in a vision . From this door , Astral appeared and tried to merge with him , but somehow his memory was lost and scattered into 50 " Number " cards . Despite the memory loss , with Astral ' s advice and receiving " Number 39 : Utopia " , Yuma was able to make a comeback and win the duel , retrieving from Shark . At first , Yuma reluctantly began to work with Astral to hunt down the " Numbers " in order to help recover his memory , making a name for himself due to defeating Shark and a few new friends along the way , such as Flip Turner , Caswell Francis , Nelson Andrews , Cathy Katherine and even Shark himself after helping him out of a crisis . However , the unlikely duo would soon discover that they were not the only ones hunting for the " Numbers " . They soon crossed paths with a older , yet young and powerful rival " Number " hunter named Kite Tenjo . During their first duel face - off , Kite had proven himself a formidable and terrifying opponent , as he easily overpowered Yuma and Astral , despite their best efforts , especially after he brought out his ace monster Galaxy - Eyes Photon Dragon . Just as Kite was about make his crushing finishing move , his brother Hart ' s condition deteriorated , forcing him to cancel the duel to go to his aid , but not before giving Yuma his name and told him to remember it before leaving . This nearly devastating loss and by extension near - death experience left both Yuma and Astral ' s spirits crushed . However , during the next few days , this experience would ultimately help them grow stronger as duelists and partners . At his grandmother ' s request , Yuma and Astral trained with Roku at the Duel Sanctuary . Despite being his students for only a couple of days , the results the training proven to be magnificent , as when they faced off against an old student of Roku ' s , Kaze , who had fallen under the influence of , Yuma managed to win thanks to Roku ' s teachings about how Duel Monsters are alive , claiming the " Number " and helped to reform Kaze . Before leaving , Roku gave a newly rejuvenated Yuma the Legendary Deck Kaze was after , giving him the means to put together a new , stronger deck capable of taking on the challenges that await at the World Duel Carnival . While the trip to the Duel Sanctuary had restored Yuma ' s spirit , Astral still had doubts in himself from the duel with Kite . Meanwhile Tori , Bronk , Caswell , Trip and Cathy began to grow concerned as numerous incidents involving the " Number " cards occurred , and how Yuma was becoming more involved with the " Numbers " , so they decided to form the Super Secret Number Card Investigation Club to learn more about them for Yuma ' s sake . Unfortunately , their search got them caught by a fortuneteller named Fortuno - who claimed to be an underling of Kite - except for Cathy , who managed to escape . When she found Yuma , Fortuno possessed her in order to introduce himself as a servant of Kite and told him to come if he wants to rescue his friends . While Astral was against it due to his lingering fear of Kite , Yuma was not afraid to confront Fortuno to save his friends . When they arrived , before dueling for the " Numbers " Fortuno again introduced himself as a servant of Kite and said that Kite himself would be watching the duel , affecting Astral ' s morale . Yuma was not so easily discouraged . During the duel , with their friends ' lives at stake and Yuma at a great disadvantage , Fortuno offered a deal ; he would spare Yuma ' s friends in exchange for the " Numbers " . Astral was willing to accept , but Yuma refused . Later seeing that the " Kite " that had been watching was actually a statue , Astral regained his spirit . Yuma told him that he would not be willing to sacrifice Astral , for they were friends . With their morale at peak , they managed to Summon - winning the duel , claiming both and , and rescuing their friends , who saw Astral for a brief moment when they Summoned " Utopia Ray " , thereby confirming his existence . Afterwards , the real Kite came and stole Fortuno ' s last " Number " along with his soul . Astral eventually learned about Yuma ' s parents , and of how he procured the key from another world . Along with gaining a new friend , Yuma and Astral confronted a vicious new enemy in the form of a Forbidden " Number " card , Number 96 . With Bronk Stone ' s help Astral managed to seal Number 96 , but it is clear that they have not seen the last of him . Obtaining ZEXAL . Yuma expressed surprise when Astral told him of a ship within the Emperor ' s Key . Astral also said that only by gathering the " Numbers " will they be able to solve its mysteries . Meanwhile , Kite began to grow more concerned for Hart as the latter ' s physical and mental well - being continued to worsen from using his powers , but Hart insisted on continuing , believing he was helping the world . Mr . Heartland told Kite to focus on gathering " Numbers " , if Hart is to be healed . Kite suspected that Dr . Faker was hiding the truth behind the mystery of the " Numbers " , so he had Orbital 7 research their origins , which lead to Kite seeking the Emperor ' s Key , to which the " Numbers " are connected . Yuma considered that he should be more careful with the Key , especially after learning about the ship within . Upon Caswell ' s advice , he hid the Key away . After the others headed to class , Orbital 7 came in and tried to steal the Key , but Shark intervened and tried to keep it from Orbital 7 . When cornered on the roof Orbital 7 attacked , but Kite stopped Orbital . Kite demanded that Shark give up the Key , receiving a refusal . Upon learning that Kite is the " Number " hunter that he ' s been hearing about , Shark lied about being a " Number " holder himself , and they began a Duel . Despite Shark being an expert duelist and his modifications to his Deck to specifically counter " Numbers " , Kite easily defeated Shark , by allowing Shark to steal his , the latter being unaware of its negative effects . Despite Shark resolving not to give up , Number 30 proved to be his downfall in the duel , resulting in an easy win for Kite . When stealing Shark ' s Soul , he noted that it didn ' t have a " Number " . Since facing Yuma again was not an option due to already using 85 % of his Photon Transformation ' s power , Kite simply took the Key and flew off . Meanwhile , in the Key , Astral was been trapped inside when it was deactivated , and the set " Numbers " became cards again . The cards then surrounded Astral and a voice told him that he needed to obtain the " power of ZEXAL " . With the help of Mr . Kay , Yuma , along with Tori , Bronk , Caswell , and Cathy manage to track Kite down to an old warehouse . Meanwhile , after analyzing the Emperor ' s Key , Orbital stated that nothing from Earth would react with it . Kite suggested using a Baria Crystal , which worked , opening a portal . Kite then entered to find himself in the Key ' s inner pocket dimension . Astral and Kite met for the first time , where Astral inadvertently showed that he already knew who Kite was . When Kite asked how Astral knew his name , the latter revealed that he fought him once alongside Yuma . Kite believes this when he sees Number 39 : Utopia , one of the " Numbers " Yuma used the last time they fought . When Astral inquired why Kite sought the " Numbers " , Kite asked Astral the same . Astral explained that the " Numbers " are his memories , which intrigued Kite . Kite , not mentioning his real reason for hunting " Numbers " , explained that he wanted to know their secrets , along with those of the Astral World and the Barian World , leaving Astral wondering about the Barian World . Kite then said that the best way for him to discover the answers he seeks would be to collect all the " Numbers " , ending with a demand of Astral for the latter to surrender his " Numbers " . Astral refuses , since the " Numbers " are his only chance of recovering his memories , whereupon Kite challenged him to a duel , with all their " Numbers " on the line . At first , Astral played defensively , out of fear for Galaxy - Eyes Photon Dragon . Kite managed to force his way through Astral ' s defense , gaining a significant lead . After deciding that he need not be afraid , Astral Summoned , taking Kite by surprise and gaining Astral much - needed advantage . However , after Summoning Galaxy - Eyes Photon Dragon , Kite took back the lead and putting Astral at only 400 Life Points . At this point , Astral was ready to give up . Outside the Key , with the help of his friends , Yuma was able to get past Orbital 7 and his security forces and found the Key , while learning about someone close to Kite . Yuma then found himself in front of The Door again . It then opened again and told Yuma to use ZEXAL , but repeated its prior warning , on how Yuma would lose something precious to him . Astral was able to sense Yuma ' s presence and informed him about the Duel , and told him he is already about to be defeated . After Astral told Yuma about ZEXAL , Yuma convinced Astral to not give up , and crossed the door , landing in the pocket dimension inside the Key . Astral and Yuma use the power of ZEXAL , fusing themselves in the process . Using this new power , Astral and Yuma created a card that allowed " Utopia Ray " to defeat " Galaxy - Eyes " . Kite , in a desperate situation , managed to end the Duel in a draw with a last - ditch Trap Card . Before escaping , Kite told Yuma that he was hunting " Numbers " to save his brother , and then gave Shark his soul back . When Worlds Collide . The next day , while talking about the events that took place last night , an wave of energy from the Astral World and another world passed through Earth causing time to temporally stop and allow Kite to invade his memories . Yuma looks up at the sky , seeing a blue , red , and a yellow sun with one of them belong to Astral World . At their tower , Mr . Heartland asks Dr . Faker what just happened . Faker replies that a wave has hit Earth , originating from the Astral World and another world . Time has temporarily stopped because of it . He tells Heartland not to panic - time will be restored as if nothing happened once the wave passes . However , he also remarks that this means that there is no doubt that the other two worlds are getting closer . The final stage will soon be set as they must deal with Astral World . When Yuma and Astral met up with Kite after the space - time phenomenon passes , he tell them that they will settle things at the World Duel Carnival . World Duel Carnival . In an effort to help Kite Tenjo gather " Numbers " more quickly , Dr . Faker and Mr . Heartland devised a very clever plan : Holding a Duel Tournament called the World Duel Carnival . Duelists from all over the World will come to Heartland City to wage heated duels , all to claim the Title " Duel Champion " . Thanks to Kite , Yuma was allowed to be in the tournament when he failed to register in time , though this was initially so that Kite would have another chance to face Astral . Shark also entered to exact revenge against the Duelist who wronged him and his sister in the past , gaining a heart piece from the duelist . During the tournament , Yuma and Astral faced off against not only Kite and Shark but other strong duelists as well , Number holder s or otherwise , including those of a more mysterious , powerful and sinister group known as the Vetrix Family . WDC Preliminaries . After only a full interesting first day of the Carnival , Yuma managed to obtain three of the five fitting Heart Pieces needed to advanced to the WDC Finals , along with one " Number " by night ' s end . Day Two . While the first day of the Carnival was relatively easy and somewhat calm , things began to take a more serious and tumultuous turn as the second unfolded , starting with Yuma witnessing the ruthless Dueling of Quattro as he delivered a brutal defeat to Bronk and Caswell , followed by watching Shark Duel for vengeance against Quattro but was forced to take on and defeat his younger brother Trey , who give him " " for his victory . Watching what has happened got Yuma so angry that he unintentionally snapped at Tori who was trying to cheer him up , causing her to walk away angry and hurt , leaving Yuma alone to cool off . Unfortunately , she walked right into a dangerous situation caused by Cameron Clix , who is under the influence of " , forcing Yuma to face him in order to prevent a major disaster . In the end , Yuma was able to overcome the future sight ability the " Number " gave , and beat Cameron . Kite stopped the blimp Tori was on from crashing , only doing so to prevent the World Duel Carnival from being cancelled from the event causing mass panic within the city . Afterwards , Yuma gained his fourth fitting Heart Piece , the Number and an apology from Cameron for his actions while under possession . Later , Flip performed several scams and cons in order to illicitly acquire Heart Pieces . Dextra and Nistro were to punish him , but agreed to Duel Yuma instead . Yuma fought for most of the Duel without his " Numbers " or Astral , as Astral had problems of his own in the Emperor ' s Key ; once again dealing with Number 96 . The duo ' s seamless teamwork pushed Yuma into a corner , but he managed to Summon " " , much to their surprise . Yuma , upon noticing their usage of Photon cards and correctly assuming that they were in league with Kite , revealed that he once Dueled to a draw with Kite . Yuma nearly gave up as his counter attack attempt failed , but then Astral returned after managing to suppress Number 96 once again , briefly revealing himself to everyone watching the Duel - revealing to Nistro and Dextra that Yuma was cooperating with the " Original Number " . With Astral ' s help , Yuma managed a successful counterattack and won the Duel . Afterwards , the duo decided to stay quiet about Yuma since Nistro wanted the chance to defeat him before Kite does . Later at night , Yuma encountered a boy named Hart . Hart had sneaked out to find Kite , but was found by Yuma , Astral and Tori , who then bore witness to his incredible powers , which included being able to see Astral . At Astral ' s request , Yuma brought Hart back to his home to learn more about him . Yuma and Hart became friends over dinner , but then Hart wandered out into the night again , with Yuma going after him . When Hart began to panic again , Astral told Yuma to give Hart some caramel to calm him down . After learning that Hart was looking for Kite , Yuma remembered him as Kite ' s brother and then promised Hart the he would help him find Kite . Quinton then arrived and brainwashes Hart into coming with him , leading Yuma to believe that he was in league with Kite . While leaving with Quinton , Hart mentions that his mission was to destroy Astral World , shocking everyone . After meeting up with Kite and realizing that someone who wasn ' t working with him took Hart , Yuma joined forces with Kite to save Hart , promising to bring the two brothers back together again . When they manage to locate Hart in a old gallery , they were forced into a Tag - Team Duel against members of the Vetrix Family , Trey and Quattro , who were stalling them as Vetrix commenced the ritual to take Hart ' s powers . At first , Trey and Quattro saw Kite as the only threat , but as the Duel progressed , they were forced to be wary of Yuma as well when he not only revealed himself as a " Number " user from Summoning " " , but also when he continued to defend Kite from their combination attacks at the cost of his own Life Points , something that impressed Trey . Yuma soon Summoned " " , and used it to defeat Quattro ' s " " . This came as a shock to the siblings , as they were not aware that " Chaos Numbers " existed , while Quinton , who was observing the Duel , realized that Yuma was the son of someone he remembered . Ultimately , Kite managed to win the Duel when he used the Hart ' s remaining power to Summon " Neo Galaxy - Eyes Photon Dragon " . With Trey and Quattro defeated , both Yuma and Kite attempted to seize their " Numbers " , but neither Photon Hand nor Astral would succeed , due to the power of their Crest s , though Trey was able to see Astral for a brief period . Quinton then gave a comatose Hart back to Kite and told Yuma that his father was alive and in the Astral World . While he was getting ready to head out to find Kazuma , Roku managed to convince him not to run from his problems and told him that through Dueling and the bond he had with his father , Yuma would one day find him . With this and the new information about Mr . Heartland , and the knowledge that Dr . Faker and Kazuma were somehow connected , Yuma was more determined than ever to win the WDC . Meanwhile after Vetrix gains mastery over his new powers , he learned from Quinton that Yuma Tsukumo possesses the " Original Number " . However , because of Yuma ' s surname , Vetrix wonders if he is the son of Kazuma Tsukumo , which Quinton confirms , surprising Vetrix , who says that Yuma is now a target as well . Day Three . During the third and final day of the WDC prelims , Yuma struggled to find a duelist to defeat for his last fitting Heart Piece for most of the day , but meet up with some old faces like Nelson including some more recent encounters . Due to the events of the previous day , Yuma and Astral gain the attention of some seriously strong duelists , like Nistro and Dextra , who resigned from the WDC staff and joined the tournament on Nistro ' s desire to have a rematch with Yuma , along the Vetrix Family , most particularly Trey after seeing how Yuma dueled was how Kite was able to win , and Vetrix himself due to his relation to Yuma ' s Father and learning of his relation to the " Original Number " . During his search for his final opponent , Yuma learned of Shark ' s brutal dueling after seeing the hurt duelists he defeated . In an effort to help Shark let go of his need to duel for vengeance , Yuma challenged him to a duel . In reality , Yuma only planned to let Shark take his anger out on him and doesn ' t even fight back . Once Shark realize this , Yuma ' s plan succeed and manage to make " ' s " darkness over Shark disappeared . Before he walked off , he told Yuma that they would meet in the finals and gave him a smile . After watching the duel from afar and hearing Yuma mention his father , Trey sneaks into Yuma ' s house and looks around his artifact - filled attic . After Yuma comes back and meets up with Trey , while talking about how Yuma duels , they began to bond . But during lunch , after seeing how much Yuma ' s family is like what Trey ' s used to be , Trey cries and leaves . Trey then decides , for his family , to challenge Yuma to a Duel in order to acquire Yuma ' s power of never giving up until the very end . Vetrix agreed to this and told Trey he would give him new powers to help him beat Yuma . Vetrix then performed a ritual on Trey , similar to the one he had with Hart , transferring some of his power into Trey ' s crest , which Vetrix called the powers equivalent to the pain that Trey had felt in his life . In addition , he gave him two new cards - " " and " Final Prophecy " . Vetrix told him that the former card would put him a great strain on him both physically and mentally and that the latter card would ensure that both players do not walk away unharmed . That evening , Trey awaited Yuma ' s arrival atop a series of unfinished roads . Yuma told him he believed they could become friends after the Duel , and Trey told him he must defeat Yuma to save his family . The two then began to Duel , with Trey telling Yuma that with his new powers , he cannot be defeated , and was also able to clearly perceive Astral . During the Duel , Yuma tried to reason with Trey and shocked by his sudden change in personality . Trey then uses his new powers to erase Yuma ' s memories of " Kattobing " and his father ' s teachings . Due to the power of Trey ' s Crest , Yuma is unable to see Astral or the Emperor ' s Key . Without his " Kattobing " , Yuma also becomes weak and cowardly , and wants to surrender the Duel . Trey refused to let Yuma quit the Duel and brutally attacked him , causing Yuma to nearly fell off the highway until his friends saved him . With some help from his father inside the Emperor ' s Key and Astral using the last of his power , Yuma was released from Trey ' s influence and regained ability to see the key and Astral . Upon returning to normal , Yuma learned that Trey destroyed Astral , which makes him mad and cried for his friend . Remembering the lessons Astral gave him , Yuma proceeds to use " Number 39 : Utopia " and later " Chaos Number 39 : Utopia Ray " , but Trey counters with " Number 6 : Chronomaly Atlandis " . Trey uses the Trap card " Final Prophecy " to protect " Atlantis " , but doesn ' t realize that the card opens a gateway to the Barian World , which threatened to destroy all of existence . Trey ' s Crest starts damaging his body , but Yuma manages to convince Trey to cooperate with him to revive Astral . Using the ZEXAL power , Yuma and Astral performed a Shining Draw - " Zexal Weapon - Phoenix Bow " , and equipping it to " Utopia Ray " , Yuma defeated Trey . and " Atlantis " . After Yuma ' s victory over Trey , Trey gives Yuma his " Numbers " and a Heart Piece and leaves asking Yuma to save his family . WDC Finals . Thanks to his victory over Trey , Yuma is able to progress to the WDC finals . However , at the finalist party , Yuma and Astral encounter Vetrix for the first time , who declared vengeance against the duo for putting Trey in a coma after defeating him . To this end , and losing faith in his remaining sons , set forward two separate plans : Hiring the Triad of Terror to defeat Yuma and placing Shark under his control . Duel Coaster Showdown . Triad of Terror ' s attack . Due to forgetting his Heart Pieces , Yuma got a late start , with Tori riding along , and unfortunately to make matters worse , this made it easier for the Triad of Terror to launch their 3 vs . 1 duel ambush against him . However , thanks to Anna , and her sacrifice as well as Nistro ' s interference , Yuma was able to defeat the Triad of Terror but only has 600 Life Points left . Underground Roller Coaster Chaos . As the semifinals goes into the underground section of the Duel Coaster , the field narrows to eight Duelists , who speed towards four special Duel Fields . In the process , Kite and Dextra attempt to become Vetrix ' s opponent , while Nistro chases after Quinton and Yuma blunders into Trap Points costing him life points . After getting lucky enough to retrieve 2000 life points on a all or noting trap point , Yuma goes to save Nistro from Quintion ' s finishing move , while delivering him some damage in the process . Vetrix stopped Quintion ' s furious retaliation , and told him to leave Yuma alone for now . Battle of the Jungle . Meanwhile , Dextra managed to become Vetrix ' s opponent before Kite and forced Vetrix into a jungle field to begin their duel . Before Dextra ' s Duel with Vetrix could begin , Mr . Heartland cut the footage so that they could Duel at their best . Vetrix asked why she was doing so much for Kite , and she responded that she loved him and expressed a desire to fight without relying on others , just as Kite had . On her first turn , Dextra set up a masterful strategy comprised of " Photon Papilloperative " , " Butterfly Charm " , " Elimigate " , and " Butterfly Swarm " , which in combination with the " Jungle Field " restricted Vetrix ' s actions within the Duel . Despite this combination in conjunction with her large amount Life Points she gained before battling him , Vetrix managed to Xyz Summon his " " and defeat Dextra . This resulted in her not only being eliminated from the World Duel Carnival , but also having all of her memories of Kite purged from her mind . While Dextra was left psychologically broken in Yuma ' s arms , she requested of Yuma to make sure that Kite did not forget her . After seeing this , Yuma vows to defeat Vetrix . Master vs . Student . Quinton and Kite arrived at the Space Duel Field , " Space Field " , where Quinton remembered the day he become filled with hate . They began their Duel , with Quinton bringing out " " on his first turn , which sealed Kite ' s attacks . When Yuma arrived , Quinton explained that Vetrix is his father and revealed his past history with both Dr . Faker , who is Kite ' s father and Yuma ' s father , Kazuma Tsukumo . Quinton was able to reduce Kite to a mere 100 Life Points with " Dyson Sphere " . He questioned why Yuma considered Kite to be a friend and was reminded of Kazuma by Yuma ' s answer . Quinton still questioned how Yuma could have the son of the person responsible for his father ' s absence as a friend . Quinton told Kite his family had thrown away their own names for revenge . He wished to save his father , but his heart was already filled with revenge when he returned . Kite told him that was wrong - he fights to oppose his own parent , Faker . Quinton was surprised at how strong Kite had become , and Kite told him he would inherit Quinton ' s feelings and settle things with Vetrix for him . Bringing out " Neo Galaxy - Eyes Photon Dragon " with the aide of a card Faker had give him , " Message in a Bottle " , Kite defeated Quinton . Quinton left through a portal , leaving " Dyson Sphere " behind for Kite and put his faith into him . Battle of the Savages . Meanwhile , Quattro exploited Shark ' s anger against him by leading him toward the Magma Field . Since Shark ' s Deck was composed of WATER monsters , he would be at a disadvantage . Shark was prepared to counter the field , " Magma Field " , using cards such as " Plate Salvage " and " Adapt to Adversity " . He brought out " Submersible Carrier Aero Shark " on his first turn , inflicting 1200 damage to Quattro before he takes his first turn . Quattro countered with " " , which Shark countered with " " . Vetrix appeared , revealing that he intended to use Shark as an assassin to defeat Dr . Faker . Shark insisted that won ' t happen , with Vetrix responding that he ' ll have no choice - he will become Vetrix ' s puppet . After Quattro managed to Summon " " and using the effect of " String of Destiny " , Quattro attacked Shark a total of eight times . Quattro revealed that he had been manipulated by Vetrix and that Shark ' s sister was hospitalized as a result of a fire caused by " Flaming Hell Blessing " . Shark told him not to act like he was the victim , even if he was used by Vetrix , Quattro was still responsible . Quattro Summoned " " , which would let him declare an Automatic Win on his next turn . Vetrix advised Shark to accept " Shark Drake " in order to win and have his revenge . After some resistance , Shark gave in to and was able to create " " as a result . He defeated Quattro , with Vetrix musing that now he and Shark are friends , mocking Yuma ' s spirit of " kattobingu " . Quattro apologized for hurting his sister and urged Shark to defeat his father and save him . Quattro also added that if Shark wanted to hate someone , he should hate Quattro , not Vetrix . Shark watched as Quattro departed through a portal and talked with Yuma . Now wanting revenge against Vetrix as well , Shark told Yuma he would not forgive him if he got in the way . He boarded his Duel Coaster and moved on , having advanced to the semi - finals . Battle of Passion . After Yuma had witnessed all of the other semi - final Duels , he ended up arriving at the " Desert Field " field to see that Nistro was waiting for him . By then , Nistro had recovered his Life Points back to 4000 . With Yuma only having only 100 Life Points himself , Nistro decided to restore him back to 4000 via the effect of " Heroic Gift " as he wanted to have a fair and fiery Duel with Yuma . Despite this , Yuma continued to play defensively , which annoyed Nistro as he expected an enjoyable Duel . Yuma then realized this and began to Duel up to Nistro ' s expectations . Midway through the Duel , the field switched to " Sunset Showdown " . Wishing for the Duel to be decided by a battle using their respective ace monsters , Nistro played " Xyz Xtreme ! ! " , letting him and Yuma Summon " Excalibur " and " Number 39 : Utopia " , respectively . Yuma increased the ATK of " Utopia " with " Double or Nothing ! " , winning him the Duel . Despite his loss , Nistro wished Yuma luck , and gave him " Excalibur " . Meeting the Doctor . During the one night break before the the semi - finals the next day , Yuma tries to retrieve his deck , which he somehow lost in Heartland . After a while he managed to find it , but not before getting a look at Hart in a coma and meeting Dr . Faker for the first time . Semi - Finals and finals on Duel Tower . Bond of Rivals : Miracle Boy vs . The Revenger . Yuma was matched up against Shark on the Duel Tower during the semi - finals . During the first phase , Shark made no real attempt and Yuma was easily able to to reduce his life points . Only after Shark made his devastating counterattack and took a huge chuck of Yuma ' s life points , did he realize that Vetrix is influencing Shark . While trying to bring Shark to his senses , Yuma held out until he finally managed to summon " Number 39 : Utopia " , which he needed to fulfill his plan . He attacked with " Utopia " , negated his own attack and activated " Rivals Unite " , which gave him control of Shark ' s " Chaos Number 32 : Shark Drake Veiss " , allowing Shark to recover from Vetrix ' s influence , but forcing himself to suffer the darkness . Yuma had a way to get rid of " Shark Drake Veiss " by releasing " Rivals Unite " , but that would make the " Number " possess Shark again . However , Yuma knew if he did not , he ' d have to take the effect of " Heraldry Catastrophe " , which could defeat " Utopia " and make Astral disappear . Shark , who could not stand watching Yuma in pain , activated " Underwater Snow Prison " , banishing " Shark Drake Veiss " and causing himself to take 1000 damage , giving Yuma the win . After the Duel , Shark reminded Yuma that he was a good friend and thanks Yuma for saving him . As Shark was flown off to the hospital , Yuma vowed to inherit Shark ' s will and win against Vetrix , while an outraged Vetrix , causing him to smash the observation boxes windows out of anger and he vows to finish Yuma off , nice and slowly . Master Avenger vs . Galaxy - Eyes Master . During the semifinals , Kite speaks to a comatose Hart and tells him he ' s leaving for the semifinals now and promises to defeat the remaining two Duelists to save Hart , even though his " Photon Transformation " is already damaging his body . Before proceeding to Duel Vetrix at the Duel Tower in the semifinals , Kite was greeted in the hallway by Yuma , and told him and Astral that he would meet them in the finals . The Duel began and Vetrix revealed an AR mask identical to Hart ' s face . Due to the connection forged between Vetrix and Hart during the ritual , Vetrix could inflict pain on Hart by hurting himself . Kite attempted to leave to help Hart , but Vetrix snared him with a Duel Anchor . Yuma and Orbital 7 departed for Heartland Tower in Kite ' s place . Continuing the Duel , Kite matched Vetrix ' s " Number 8 : Heraldic King Genom - Heritage " with his own " Galaxy - Eyes Photon Dragon " . Vetrix accused him of enjoying his actions as a Numbers Hunter , which Kite fiercely denied and justified it was only to cure Hart . Yuma and Orbital reached Hart , and Yuma and Astral entered Hart ' s consciousness . There , Vetrix appeared to them in the form of the dragon , which Yuma destroyed with " Number 39 : Utopia " , severing the connection between Vetrix and Hart . Kite continued an aggressive strategy , bringing out " Neo Galaxy - Eyes " . Though he nearly defeated Vetrix , the latter brought out " " which required immense rage to control it . Vetrix says he has no emotion , thus he cannot produce rage . That is why he endeavored to make everyone angry . He says he used everyone - Dextra , Shark , even his own sons . Kite is confused and Vetrix says he did quite well too , he contributed much rage due to Hart ' s situation . He adds that thanks to that , he was finally able to Summon this card . This " Number " then absorbed the effects of " Neo Galaxy - Eyes " and defeated Kite . He was saved from further physical harm by Hart , who projected a shield to defend him . Vetrix used his crest to steal Kite ' s " Numbers " , as well as his soul , leaving Kite comatose . War of the Numbers : Avenger of Barian vs . Wielders of ZEXAL . Having had advanced to the final match , Yuma goes against Vetrix in the Sphere Field , which would allow Dr . Faker to gather the energy of the " Numbers " Vetrix and Yuma would wield , as its effect allowed " Numbers " to be easily Summoned . Yuma confronted Vetrix about his sons ' fates , and he revealed the price they paid by wielding crests , while telling Yuma how it was his father whose words inspired him to survive . Yuma told Vetrix of his promise to Trey to save his family , and would battle for Vetrix ' s sake as well . When Vetrix queried Yuma did not want revenge on Faker , Yuma insisted his father would not want that , but Vetrix suggested that perhaps his father ' s own plans of revenge had already begun - the manifestation of Astral in this world . The Duel began , and using the " Sphere Field " effect , Yuma summon " " to destroy Vetrix ' s " " . Vetrix responded by bringing out three " Numbers " in a single turn - " " , " " and " Genome Heriter " . Yuma survived via the effect of " Armor Ninja " and " Half Guard " and was able to match Vetrix ' s move by Summoning " " , " " and " Utopia " . Using his " Numbers " , Yuma managed to destroy all of Vetrix ' s " Numbers " , putting him at a disadvantage . However , Vetrix made a comeback by Summoning " Heraldry Crest " , which absorbed the effects of all of Yuma ' s " Numbers " and reduced him to 500 Life Points , but after he casts the mask from his face and shows his true face for all to see : the right side of Vetrix ' s face appears as a glowing image of space , with a black hole for an eye . The left side of his face appears normal , though marks similar to those on the face of " Heraldry Crest " appear in the middle of it and reveals that as he wandered the fissure of the different dimension , his face was transformed into what he sees now , claiming all he has left in his body is his heart of revenge . After recovering from the attack , Yuma chose not to give up and renews his desire to deliver what Vetrix ' s sons entrusted him with to Vetrix . Despite the many spectators watching , Yuma tells Astral that their only chance of beating Vetrix is to use ZEXAL . After agreeing , they both perform ZEXAL Morph , surprising everyone watching , including Faker and the crowd starts to cheer Yuma on . After Vetrix expressed being surprised that they hid that secret technique of fusion the whole time , the duel continued and Yuma and Astral then performed a Chaos Xyz Evolution and Summoned " Number C39 : Utopia Ray " , equipping it with " Zexal Weapon - Lighting Blade " . When they attacked with " Utopia Ray , the " Heraldry Crest " ' s effect negated the attack , but Yuma survived with the effect of " Lightning Blade " . Yuma narrowly survived Vetrix ' s next attack by using " Half Unbreak " , and proceeded to use the power of ZEXAL again to perform the " Final Shining Draw " and equip " Utopia Ray " with " Zexal Weapon Tornado Bringer " . Vetrix evaded this move with " Heraldry Burst " , but Yuma was able to overlay his two " ZW - " monsters to Xyz Summon " Zexal Weapon - Leo Arms " . Using its effect , Yuma negated the effects of " Heraldry Crest " and boosted the ATK of " Utopia Ray " enough to defeat Vetrix and was named the " Duel Champion " of the WDC . Faker absorbed the " Numbers " of both players with the Sphere Field and nearly absorbed the Duelists themselves . Yuma wielded " Lightning Blade " with his own hands and saved Vetrix , similar to when his father tried to save Vetrix once before . Vetrix was confused as to why Yuma rescued him , Yuma insisted that everybody can change , and that his family needed him . After Vetrix released the souls he captured , he let go of Yuma ' s hand and thanked Yuma for he done as he fell into the core , much to Yuma ' s horror . Yuma was absorbed into the Sphere Field and transported to Heartland Tower in front of Faker . Battle of the Sphere Field Cannon . Vs . Faker . Yuma reunited with Kite and Shark while attempting to rescue Astral from Faker and the Sphere Field . Astral sent him out of the Sphere Field in order to save his life but also gave him " Number 39 : Utopia " and " Number 32 : Shark Drake " . Yuma returned the latter card to Shark and the three Duelists faced off against Faker . With Faker taking the first turn he quickly Summoned his own " Number " , " " . Using this monster he was able to take the attacks of Yuma , Kite and Shark . Yuma attacked head on , while Shark tried a more strategic approach . However Kite ultimately destroyed " Heart eartH " with his " Galaxy - Eyes " . However when " Heart eartH " is destroyed , Faker replaced it with " " . The new " Number " was stronger than its previous incarnation and has numerous special abilities . Yuma , Shark and Kite had to use every trick they knew of in order to survive such as Shark ' s " Escape Lure " and Kite ' s " Kuriphoton " . Dr . Faker was even skilled enough to eliminate Yuma ' s " Number C39 : Utopia Ray " and Shark ' s " Number C32 : Shark Drake Veiss " by banishing by " Heart eartH Dragon " . Thanks to some tactics from Shark , Kite was able to summon " Neo Galaxy - Eyes Photon Dragon " and destroy " Heart eartH Dragon " by negating its effects . After the " Number " was destroyed Faker suddenly proclaimed that Kite was not helping Hart but doing him harm . He then explained the pact he made with the being of the Barian World , later revealed to be Vector . Kite and Faker made amends but the Duel was not over as the Barian took over Faker ' s body . Vs . Vector . Vector continued the Duel in Faker ' s place , reviving the fallen " Number " and using its effect to power it up by the amount of banished monsters . The Barian was even able to use " Barian " cards to augment the dDck and push the trio further towards defeat . Kite and Shark were injured after a brave attempt to destroy the Barian . Hart was able to release Astral from the Sphere Field using the Barian ' s own power against him , and in doing so , Astral and Yuma morphed into ZEXAL , using Shining Draw to bring out " ZW - Ultimate Shield " and Summon their banished ace monsters . Yuma then used the power of " Xyz Unity " combined with their three monsters to defeat the Barian . After this , the tower began to collapse with Faker falling down the tower and Kite going down to rescue him . Yuma , still in ZEXAL , followed the two down the tower while Orbital 7 took Tori , Hart , and Shark away from the tower . Yuma rescued Kite and Faker from falling down the tower although they only have a tenuous grip . Vetrix appeared and appeared to send the three ( four if Astral is included ) to their deaths . However , instead he saved them by using the power of his crest , which had changed from pink to blue . All three of them appeared outside the tower safe . Faker apologized to Vetrix . Yuma requested a rematch with Kite as his prize for being the champion of the Duel Carnival . Yuma vs . Kite : Round 2 . Due to his wish as the victor of the Duel Carnival , Yuma requested a Duel with Kite . Although Yuma was excited about the match and the chance to Duel the former Number Hunter , Kite was not as focused as he usually was due to the confusion about his reasons for Dueling , as he did not have to Duel to help Hart anymore . Kite played most of the match with no passion and did not use any of his usual brutal and to the point tactics , even after summoning " Galaxy - Eyes " . Eventually Kite recovered his Dueling spirit after some heartfelt words from Astral and some of Yuma ' s antics . As the Duel continued , Yuma and Kite continue to one up each other through their respective Xyz Monsters and tactics . Yuma eventually Summoned " Number C39 : Utopia Ray " to battle with Kite , who responded by summoning " Neo Galaxy - Eyes " . Both Duelists ended the Duel by using the exact same card , " Xyz Double Back " , to Summon back their respective ace monsters Utopia and Utopia Ray for Yuma and " Galaxy - Eyes " and " Neo Galaxy - Eyes " . Kite eventually won the Duel after a hard fought match . Despite the loss , Yuma was okay with it , but vowed to one day to defeat Kite , with Kite saying he looked forward to Dueling Yuma as many times as he liked , finding a new purpose in Dueling , before leaving with Orbital 7 . Yuma then fell asleep on Tori , with Astral making his twenty - first observation : " It appears one can feel good about a loss as well " . Unknown to both Yuma and Astral , despite the set - back , the leaders of Barian World were making their next plans to defeat the ZEXAL pair . The war of the worlds had only just begun . Barian Invasion . Due to Vector ' s failures with his pawns and his presumed death , the Seven Barian Emperors decided to take a more direct approach in gaining the " Numbers " and dealing with the users of ZEXAL . The Barian Pawn Threat . At Dumon ' s request , Girag was the first to head to Earth to deal with Yuma and Astral . To this end , he started to use brainwashed pawns , starting with Fender and his gang of thugs . Meanwhile , Yuma had a vision that someone has come to take his most precious something from him . This vision was realized when he learns that Fuma has captured most of his friends to draw out Yuma and Astral to get their numbers . Yuma , fearing for Astral ' s safety , left the Emperor ' s Key , along with Astral and the " Numbers " with Tori and ran off to school to duel Fuma . When the duel began , Yuma was able to hold his own and was even able to his . However , Fender used " Rank - Up - Magic Barian ' s Force " card and Summoned his " CXyz " monsters , " CXyz Mechquipped Djinn Angeneral " , pushing Yuma into a corner , with Fender ' s army closing in . Meanwhile , Astral learns about Yuma ' s fight against the forces of Barian World and convinced Tori to take him to Yuma . Eventually , Tori made it to the school and gives Yuma the key . When Astral appears , he tells Yuma while he ' s proud of his devotion to him , he also explains that it is important that they fight together as friends . With a combination of " Utopia Ray " and " Numbers Impact " , Yuma and Astral managed to destroy Fender ' s CXyz monster and win the duel , while Fender ' s thug army was defeated by Kite and Shark . Girag disappears with the Barian ' s Force card , while expressing interest in the challenge the three and Astral will bring . With this attack , Yuma , Astral , Shark , Kite and co . becomes aware that their battle against Barian World has only just begun , but resolve that together , they can overcome anything the Barians can throw at them . Meanwhile , in the distance , a mysterious person in school clothes observes the gang and smiles . Posing as a student , Girag continues to send Barian pawns after Yuma and Astral to steal their " Numbers " , while a mysterious new student named Ray Shadows quickly befriends Yuma , claiming he is a huge fan of his since winning the WDC . One of the attacks , Rio Kastle was threatened , but thanks to Shark and his bond with her , she was rescued and fully healed . After she comes back to school , quickly befriends Yuma and co . and prove herself a skilled duelist when she defeated one of the Barian pawns . Eventually , after seeing how Girag was not making much progress , Dumon sent Alito to assist him . While at first only interested in gaining Tori ' s affections , after dueling and losing to Yuma , he obtained an greater interest in his rivalry with him , and ultimately became his first friend from Barian World . Barian Cube Showdowns . Due to Girag and Altio ' s continued failures , Mizar is sent to defeat Yuma and Astral personally along with delivering two Barian Sphere Cube s to Girag and Alito to allow them to duel at full power and have the ability to seize the " Numbers " directly . Meanwhile Yuma begins to wonder if he can really protect Astral from the Barian ' s growing forces and their " CXyz " monsters after having a nightmare about losing to a mysterious and powerful dragon to the point where others began to see it . At his grandmother ' s request , Tori went with Yuma to visit the Duel Sanctuary . After learning from Kaze that Roku was not home at the moment , he also passed on two cards left by Roku , Overlay Chain and Overlay Barrage , just in case Yuma may need them . The next day , after being cheered up by Tori , they were suddenly attacked by Mizar , immediately demanding a duel . After accepting , Mizar used his Barian Sphere Cube to ensaring Yuma and Astral and to use his full powers . In the duel , Yuma instantly summons " Number 39 : Utopia " , and equips " Overlay Chain " to protect its Overlay Units from " Rank - Up - Magic Barian ' s Force , Mizar instantly proves himself a dangerous opponent as he simply countered his tactic by summoning his own " Number " card , " Number 107 : Galaxy - Eyes Tachyon Dragon " , terrifying Yuma as it resembled the exact same dragon that appeared in his nightmare . Thanks to Tachyon Dragon ' s abilities , Mizar quickly overwhelms Yuma as he destroys " Utopia " , knocking Yuma back into the Sphere Field and dealing real damage to him , causing him great pain and making him unconscious . As Yuma was too weak to continue the duel , Kite arrived and takes Yuma ' s place in the duel . It ultimately became a match between the two " Galaxy - Eyes " holders with Kite challenging Mizar to a Duel between " Galaxy - Eyes " users which Mizar accepted . After Kite Xyz Summoned " Neo Galaxy - Eyes Photon Dragon " and destroyed " Tachyon Dragon " , Mizar shed his human disguise , revealing his true form . He then Xyz Summoned his " Number C " through the use of " Rank - Up - Magic Barian ' s Force " , resulting in " Number C107 : Neo Galaxy - Eyes Tachyon Dragon " . However , due to the sheer power of the monster , the Duel was interrupted as the " Barian Sphere Cube " began to collapse under the pressure the monster generated . Mizar then returned to his human disguise and told Kite his name and that he will be the one to control both " Galaxy - Eyes " monsters , and retreated . In the hospital , Yuma was suffering from deep depression about how he was easily overwhelmed by Mizar , but thank to a duel with Shark , he was able to snap out of it . Alito and Girag ' s Final Charge . After getting their Sphere Cubes , Alito seems determined to defeat Yuma honorably . Girag protests as he knows the risks in using the cubes to battle ; although they can battle directly with them , they risk serious injury if they lose . Despite this Alito remains determined . In order to stop him from doing this Girag attacks Yuma with a large force of brainwashed students , including Ray . Despite assistance from Shark and Rio , Yuma is about to be overwhelmed until he is rescued by Alito himself . Alito eventually challenges Yuma to a duel revealing his true Barian nature and deploying his Sphere Field . The Duel is intense as Yuma and Alito counter each other ' s moves . Alito ' s Battlin ' Boxer monsters put up a major challenge especially when he combines them with his counter traps . The duel comes to a head when Alito summons his ace monster , his Over - Hundred Number , Number 105 : Battlin ' Boxer Star Cestus . However Yuma and Alito finish the duel with both their Chaos Numbers , " " and " Number C39 : Utopia Ray " . Yuma eventually wins the duel by using " ZW - Eagle Claw " . Alito retreats but is attacked by Ray Shadows . He is returned to the Barian World by Mizar but not before he tells Girag that " Ray " attacked him infuriating Girag into seeking revenge . Girag contacts Yuma and tells him to bring Ray in order to defeat both of them in revenge . Yuma agrees but does not tell Ray , who only finds out by guilt tripping Tori . The two of them arrive while Girag deploys his Sphere Field and the three of them begin a battle royale . Despite Yuma ' s skills he is placed in great danger , due to the Field ' s effect on Astral , Ray ' s mediocre dueling abilities but also because of Girag ' s own deadly Number monster " " which has powerful negation effects . Astral is weakened so much by the field that he retreats into the key to recover . Yuma gives Tori the key for safe keeping . Continuing the duel Yuma and " Ray " are forced into a deadly trap by Girag ' s Chaos Number , " " and also the spell card " Erosion Hand Field " which would end the duel in Girag ' s favor . Despite this " Ray " chose this time to reveal his true power as a Barian ' s Guardian and let Yuma use his " Rank - Up - Magic Limited Barian ' s Force " which unleashed the power of " " and allowed them to win the duel . Ray asked Yuma to keep his secret as he could not allow it to become public knowledge . Astral ' s True Mission Revealed . As Astral was contemplating how to defeat the Barians , he searched his memories for answers , only to run into Number 96 yet again , who told him that he had not completely regained his memories from the collected " Numbers " yet . As a result , Yuma and Astral were tested by The Door and the Shadow Giant to see if they were worthy of Astral ' s memories . The test was so difficult that Astral released Number 96 and told Yuma to use him . After they passed the test , Yuma and Astral discovered that Astral ' s true mission is to find the Numeron Code before the Barians do , as it has power to create and decide the fate of all reality . Afterwards Yuma , Astral , and Number 96 were teleported outside of the Emperor ' s Key . Number 96 then abandoned Yuma and Astral , but not before telling him that he must become evil in order to defeat the Barians and find the Numeron Code . Vector Returns . The Barian Vector returned in his energy form much later and brainwashed the human Brooke Walker and used her to try and steal the Numbers from Yuma . His plan was working as Brooke drew Rank - Up - Magic Barian ' s Force and she became brainwashed by the power and used it to rank up her monster into its more powerful Chaos Xyz form . However thanks to Yuma ' s own Rank up power Anna and Yuma were able to stop Vector ' s plan and end Brooke ' s brainwashing , thus rescuing her . However , Vector ' s plan was far from over and he eventually revealed himself to " Ray Shadows " and was caught mid - duel by Yuma who watched as " Vector " retreated . " Ray " told Yuma that Vector was extremely dangerous and to watch out for him as he was the worst felon of the Barian World . " Ray " even gave Yuma five " V " cards in order to augment his deck in order to deal with this new powerful threat . However Vector did return and challenged Yuma and Astral to a rematch for the Numbers . The duel was ferocious as it was inside of a Sphere Field and Vector was even somehow able to get a hold of a Number , " Number 66 : Master Key Beetle " . Vector was able to effectively use Master Key Beetle in order to steal " Rank - Up - Magic Limited Barian ' s Force " from Yuma ' s deck and stop him from using it . However Yuma was able to retrieve the card and summon Utopia Ray V in order to win the duel with " V Salamander " . Despite his victory though Vector attempted to grab Yuma to kidnap him but " Ray " got in the way and was dragged away to the Barian World while Yuma was unable to rescue him . After harsh words from Kite , Yuma was determined to rescue him . Battle of Sargasso . With " " in hand , Astral is able to activate the Different Dimension Airship inside the Emperor ' s Key . Yuma decides to initiate a rescue mission to Barian World to rescue Ray . He and Astral set out , with Kite , Shark , Rio , Orbital 7 and the members of the Super Secret Number Card Investigation Club in tow . As they make their way to Barian World , they come under attack by an army of monsters . Yuma , Shark , Kite , Rio and Bronk went outside the ship and use their respective ace monsters to hold them off , until they are all sucked into a black hole that sends them to " Sargasso " , where Vector , Dumon and Mizar witnessed their arrival . Battle against Vector , the Barian Manipulator . Upon entering Sargasso Yuma finds himself face to face with Vector and " Ray Shadows " along with his friends watching him . Kite finds himself face to face with the other Galaxy - Eyes master and Shark finds himself face to face with the Barian mastermind Dumon . Each of them in turn began by summoning their ace monsters only to be hit by the power of the field spell of Sargasso . Yuma Dueled against Vector and the power of his Number 10X , which proved effective in countering " Utopia " . Yuma and Vector continued dueling with Yuma extremely angry and distracted because of Vector supposedly killing " Ray " , Yuma even argued with Astral . Eventually Yuma was able to blast Vector with enough power to destroy him with , when this happened Ray even awoke from his slumber . Ray revealed himself to be none other than the human form of the Barian Vector . Yuma did not initially believe Vector when he revealed this but eventually came to terms with it , after Vector managed to nearly deplete Yuma ' s entire deck . When Yuma and Astral attempted to form into ZEXAL Vector turned Astral against Yuma by expanding the darkness within his heart from Yuma ' s betrayal . Astral initiated Dark ZEXAL with Yuma and the two of them nearly lost the duel , only avoiding it when Yuma ended Dark ZEXAL . Seeing Yuma keep fighting made Astral realize that Yuma is still a friend and although he could not trust him as much as before they still had to win the duel . With their new found trust they combined into a newer and more powerful version of ZEXAL , ZEXAL II . The power of ZEXAL II was enough to change Rank - Up - Magic Limited Barian ' s Force into it ' s " True " form " Rank - Up - Magic Numeron Force " and summons , which defeated Vector and injured him . Due to the power released during the Duel however , " Sargasso " began to collapse , ending Shark ' s and Kite ' s Duels with no result . Before retreating , Vector warned Astral the dark stain in his heart did not disappear and will corrode his bond with Yuma . While Yuma was dueling Vector , Dumon dueled Shark and revealed his own Number 10X , . It was enough to defeat Shark Drake for the first time with its fierce power . Shark fought back but the duel ended in a draw , since " Sargasso " began to collapse . At the same time , Kite fought his own rival Mizar . Both of them were able to summon their respective Galaxy - Eyes monsters , Galaxy - Eyes Photon Dragon and . However when Kite upped the ante by summoning his ace Neo Galaxy - Eyes Photon Dragon Mizar responded by summoning his own Chaos Number , . This was the first time Mizar had been able to summon the beast , however their duel was interrupted by the power of Zexal II , once again ending it in a draw . Mythyrian Numbers War . After Vector ' s plan at Sargasso failed , his loathing for Yuma and Astral reached dangerous new heights . To that end , he sought out the power of Don Thousand and released him from his prison . Once Thousand was revived , Vector offered his life to him in exchange for the power to destroy Yuma and Astral . Thousand then explained that in order to be fully revived , he would need the power of seven sealed " Mythyrian Numbers " hidden on Earth . Vector agreed with Thousand and they merged , giving Vector new powers and fully healing him . While at first having trouble with Dumon and Mizar due to his failed plan at " Sargasso " making Yuma and Astral stronger than ever , he persuaded them to assist him in the search for the Legendary " Numbers " with the help of Mr . Heartland , revived as a fly , due to the knowledge he acquired from his collaboration with Faker , along with mentioning the possibility of finding the missing Barian Emperors , Nasch and Merag as well . After the two left to start the search , Vector used his new powers to accelerate the healing of Girag and Alito . Alito and Girag had awoke later with their personalities distorted by Don Thousand . Revelations connecting the Three Worlds . As Yuma and Astral pursued the Legendary Numbers down one by one , they discovered the legends associated to the Legendary Numbers . When Astral studied the memories he obtained from and , he realized that the legends are of the Seven Barian Emperors ' past lives as humans . After witnessing the Kastle siblings ' past lives in Number 73 ' s & 94 ' s ruins , Dumon and Astral speculate the Kastle twins are Nash and Merin . Meanwhile , on Don Thousand ' s orders , Vector temporarily collaborated with Number 96 , even giving him the power to access his Chaos form , and allowing him to leave with . Final Confrontation : Number 96 vs . Wielders of ZEXAL . After mastering his new Chaos powers , Number 96 was determined to not only defeat Yuma and Astral , but also to destroy Astral World , Barian World and the Human World as well . After launching an attack on all three worlds , he summoned Yuma and Astral , along with Shark , Kite and Tori to his location to settle his conflict with the ZEXAL wielders once and for all . Despite the advantages he exploited from his " Chaos Field " Spell Card , one of which allowed him to steal two of Yuma ' s " Numbers " and have them Ranked - Up , Number 96 was ultimately defeated by the duo through using all three " Utopia " monsters and the power of ZEXAL II . After his defeat , Number 96 tried one last attack to kill Yuma and Astral . Astral took the blow and absorbed him , ending Number 96 ' s threat once and for all . Before disappearing with the Emperor ' s Key , Astral thanked Yuma for everything and left the duty of collecting and protecting the " Numbers " to him . Don Thousand ' s Grand Design . With Astral gone and his " Numbers " in Yuma ' s care , along with the return of his missing piece of power from the shard that was within Astral , Thousand decided to get back to working on his master plan . After showing Vector to his old palace , he let Vector in on his goal . First , he granted Vector four " Numbers " , but told him that he would have to wait a while to use them against Yuma and showed him a device crucial to the plan . Using this device , Thousand would merge the Human and Barian World together , thereby allowing the hatred of the Earth to equal the hatred of the Barian World , giving him the power necessary to destroy Astral World . For this to work , he would need to construct more of the devices , which was possible thanks to the power he retrieved from a shard that was inside Astral , the " Forbidden " Number 96 : Dark Mist , thus Vector finally understood why Don considered the savage " Number " important . He then fused to Vector to the throne in the palace and after restoring Mr . Heartland to his original human form , gave him and the other members of the Fearsome Four of the Dark Dueling World the four Fake Number s created by Don Thousand in order to steal the other " Numbers " from Yuma and his allies . Arclight Brothers Return . The Arclight brothers later returned to Heartland , this time via a submarine where they discussed the increasing hostilities between the Astral World and the Barian World . With Astral gone , they knew that Yuma and his friends were going to need additional support in finding the Numeron Code and engaging the Barians . Sorrow and the Company of Trey . For a time , Yuma was deeply saddened by the loss of Astral . He barely left his house or talked to anyone , despite his friend ' s attempts to relieve his anguish . He got so bad that he heard Astral ' s voice such as when he attempted to dispose of the Numbers . Eventually , Mr . Heartland decided to try and get him to hand over the Numbers when Erazor drained his friends ' memories of him . Yuma declined the agreement Heartland proposed and resolved to duel with the Numbers on the line . Yuma was not alone in this as he had help from his old rival Trey . Trey came to his defense with the power of his bracelet created by his older brother Chris . Trey told Yuma that he would become his " Shield and Sword " . Yuma even gave Trey Number 33 and Number 6 , the ones he had received from him before as he believed Astral would want him to share their power . Despite a severe disadvantage Yuma and Trey dueled Erazor and defeated him with Utopia combined with Atlandis . After the duel , Yuma let Trey keep Number 3 they had received from Erazor . After the duel Trey continued to watch over Yuma . Tribulations of the Kastle Siblings . While Rio was still in the hospital Shark brooded over the memories he had been shown by Abyss in the Number Ruins . He rode on his motorcycle which prompted memories from his childhood about when his parents , himself and Rio were his by a car with him and his sister being the only survivors . He later appears at the front of his childhood home and remembers a time where he was injured and received a large scar on his shoulder . Meanwhile , Chironex one of Heartland ' s associates from the Barian World covertly assaulted Rio to poison her . He was discovered by Yuma , Tori and Trey . He told them he was after Shark and vanished . The three of them met up with Quattro , Shark ' s old rival and explained the situation to him , Yuma giving him Numbers 15 and 40 . Quattro appeared to Shark who had also been poisoned by Chironex and the three of them began a 2 vs . 1 duel , Chironex having 8000 life - points , Shark and Quattro on 2000 each . Shark and Quattro won the duel and defeated Chironex who suggested that he had been familiar with Shark in the past . When he looked at him again he recognized him as the child who was in the car when he ran into it years before , which according to him killed the whole Kastle family . As Shark approached a large fountain outside his old family home , he seen the crest he had also seen in the visions of his past life , leaving Shark questioning himself more than ever if or not he is truly a Barian . Quattro got to keep Number 4 they had won from Chironex . Opening the Dimensional Gate . Behind the scenes , the prodigy Kite and his master Quinton were cooperating to discover a method to open the gate to the Astral World . After finding the place where a gate could be built they got to work on the machine and constructed the gate . After the completion of the device they alerted Yuma who , accompanied by Tori came to where they had build the portal and Kite explained that the King ' s Coin s they had found at the each of the ruins were the method to opening the door to the Astral World , being left behind by Yuma ' s Father in case he ever had a reason to go there . While gate was just about to be activated someone attempted to sabotage the process by cutting the power . Thinking quickly Kite plugged Orbital 7 into the gate to power it back up . In the meantime , the last assassin of Heartland ' s revealed himself in the form of the Scritch , another being from the Barian World . Yuma attempted to challenge him ; however , Kite and Quinton quickly stepped in with the latter receiving " " in the process . In a showdown between Galaxy - Eyes Photon Dragon , the Number Slayer and Number 9 , the largest number and Number 2 , the smallest Number the three of them began a 2 on 1 duel like before with Kite and Quinton on 2000 Life points and Mosquito Ninja on 8000 . Mosquito Ninja was able to infect Kite with a virus that made him believe that his partner and opponent were the opposite person . Eventually thanks to Quinton ' s quick thinking and a larger version of Galaxy - Eyes they managed to defeat the assassin and teleport Yuma to the Astral World , with Tori giving him a farewell . Journey to Astral World and Barian ' s growing chaotic tactics . Thanks to the support of Kite and his companions , Yuma is able to reach the Astral World . When first touching down , the plants came to life when he touched them . He comes immediately under attack by the will of Astral World itself , Eliphas , perceiving Yuma as a dangerous entity . He is able to escape thanks to the assistance of his new monster spirit and guide , Rainbow Kuriboh . Yuma eventually meets a denizen named Ena , who protected him from Eliphas ' wrath because everyone wants him to be rescued . Ena narrates the history of the Astral World and Barian World to Yuma , and how he contains the Power of Chaos that can restore everything and turn the world into a stronger place again . Ena also reveals that the reason why the shining figure , Eliphas , was chasing Yuma is because of his powers . Yuma and Rainbow Kuriboh then continue their journey to find Astral , Eliphas appears before everyone and Ena , who tells him that she rescued Yuma . By doing this , he healed the other denizens and that he is here to rescue Astral and this world . Moments of Truth . Yuma finds Astral in a glass tube , recovering from his injuries while and tries to resuscitate him . Eliphas officially introduces himself to Yuma and tells him it is no use trying to wake Astral and he will not allow him to rescue Astral because he is the only being that can Rank - Up and obliterate the Barian World . Eliphas blames Yuma for Astral ' s debilitated condition , but Yuma counters with saying that even it was true , they still cooperated as partners . Yuma then challenges Eliphas to a Duel , saying that if he wins , he gets Astral back , but if he loses , he will lose all his memories of Astral . Eliphas accepts the Duel and the conditions . Yuma duels with all his might in the duel against Eliphas and even summons " Utopia " immediately . Eliphas recognizes him as one of the Numbers and immediately summons his " New Order " monsters which are able to Rank - up quickly into more powerful forms thanks to his Rank - up card " Rank - Up - Magic Astral Force " which allows him to rank - up his monsters far more effectively because of the card ' s power . As the duel continues Yuma brings out " Number C39 : Utopia Ray Victory " but even it is overpowered by the effects of Eliphas ' monsters . In the end , Eliphas is able to bring out the first rank 12 monster Yuma has ever seen and is nearly overwhelmed by the range of monsters and their abilities . Yuma also learns that his Father has been incarcerated in the Astral World for making Astral go to Earth and that Astral will be exploited as a weapon to destroy the Barian World after his memories are erased . The black stain in Astral ' s heart was also caused by Yuma and what he had been through with Astral . He also learns that Ena and all the denizens in the Astral World will get better but then become similar to Yuma , filled with Chaos which Eliphas cannot permit . While Yuma was journeying through the Astral World , events were still moving back on Earth . In the Barian World , Dumon spoke with Mizar about their past lives as humans and also about Nasch and Merag and his findings at the ruins . Mizar admitting that he was right . Dumon is determined to retrieve Nasch by whatever methods necessary . After this , Dumon appears in front of Shark in his human form in the hospital room of Rio . He calls Shark by his proper name and then calls him " Nash " . Dumon shows Shark the Barian Emblem once worn by Nasch , leader of the Emperors and it proceeds to show him memories of his past life from what he had seen in the ruins . After the battle King Reginald had attended Rio ' s funeral but then became determined to exact revenge on Vector for what he had done . After this he began to go by his last name " Nasch " . He then went out with his army and Dumon , his ally and friend . They went to Vector ' s country and found a young girl named Iris who looked like Rio . Nasch ' s army confronted Vector ' s while Nasch went to the ruins to have a Shadow Game against Vector . Nasch defeated and apparently killed Vector in the ruins but when he went outside he noticed his army , Vector ' s soldiers and also Iris all dead on the ground . After this the sky opened and all the people who had died that day were teleported to the Barian World . After realizing their origins , Shark and Rio reluctantly agree to resume their true identities as Merag and Nasch , Emperors of the Barian World . Meanwhile , Yuma continues to struggle against Eliphas ' powerful " New Order " monsters even with the aid of Rainbow Kuriboh , which went from bad to worse as he uses Double Rank - Up to summons his strongest monster : " " , the first Rank 13 Monster and uses its abilities to push Yuma into a deep corner . Refusing to give up despite the overwhelming tribulations , Yuma performs a Shining Draw on his own using the power of Chaos within himself and plays " Rank - Down - Magic Numeron Fall " to summon . Despite its unimpressive stats , " Utopia Roots " became Yuma ' s catalyst for victory through a combination of its ability to turn " Etheric Amon ' s " overlay unit powers against it , along with Yuma ' s signature " Double or Nothing ! " card , which destroys " Amon " and wins Yuma the duel . Subsequently , the denizens of Astral World purify Astral of the corruption that stains his body and release him from his stasis , leading to a reunion between him and Yuma . However , when energy from the Barian World enters the Astral World , he informs them of how to leave the Astral World . He gives Astral a card and returns Emperor ' s Key to Yuma , then after Yuma and Astral depart to return to Earth , as events are on the verge of becoming even more chaotic . Meanwhile , when the Dimension - Fusing Device was finally completed , Don Thousand tells Vector that it is time to commence his machination for seizing Earth . When the End of the Worlds begin . . . . Vector sends a million Fake Number cards to Earth from the Dimension - Fusing Device , turning any individual who picks one up into a servant of Barian World . Vector then uses his power to choke Mr . Heartland , and threatens him to retrieve the 3 Number cards that he lost ; if he succeeds , Vector will give him a position among the Seven Barian Emperors , but warns him that this is his last chance . Don Thousand claims that this will be the end of both Earth and Astral World , and that after the destruction of both worlds , he would steal the Numeron Code for himself . Mr . Heartland appears before Kite and the others , revealing he intends to use the energy from these cards to connect Earth with the Barian World . Barian World begins to merge with Earth , and energy from Barian World begin to appear in the form of red spheres . Flip picks one of these cards up himself ( ) , hoping to become stronger and help Yuma . The others realize that someone had acquired a Fake Number , and Quattro realizes that Flip had taken one of the Fake Numbers , even as he falls under the control of Barian World . Soon afterwards , Flip and other people are vanishing , being absorbed into the conduit between Barian World and Earth . . . . Heroes Return . Kite realizes that once Earth has begun to merge with Barian World , Barian World would be able to attack Astral World directly , just like how Hart was able to attack Astral World . Desiring to stop Mr . Heartland , Kite challenges Heartland to a duel . Heartland summons the Number he received from Vector , " " , and inflicts tremendous damage to Kite . At the same time , Kite also reels from the agony of the he acquired from Scritch . Back in Barian World , Shark and Rio appear before Vector as the two leaders of the Seven Barian Emperors , Nash and Marin , much to Vector ' s alarm . Kite falls unconscious from the damage he took , and Mr . Heartland retrieves the Fake Numbers from both Trey and Quattro . Just then , Yuma and Astral return to confront Mr . Heartland . Yuma and Astral , realizing that Kite is in extreme pain , take his place in the Duel against Mr . Heartland . Mr . Heartland then reveals his Barian form to Yuma and Astral . When Yuma and Astral manage to destroy Heartland ' s " Number " , he turns things around by using " Infection Medium " to summon 5 " Infection Bug Token s " and constantly reviving them . After Yuma manages to protect himself by using " Rainbow Kuriboh ' s " effect , Mr . Heartland uses the Barian ' s Field to damage Yuma and Astral . Together , they initiate ZEXAL Morph and their bonds have grown enough to allow them to become ZEXAL III , which grants them the ability to counter the Barian ' s Field through the ZEXAL Field . They then use Shining Draw to create " ZS - Vanish Sage " and use it to allow " Galaxy - Eyes Photon Dragon " to deliver the final blow to Mr . Heartland . Once the Duel ends , Mr . Heartland reverts back to his human form and the four " Fake Number s " he had in his possession incinerate him , briefly manifesting in the form of Don Thousand . The Super Secret Number Card Investigation Club reveals to Yuma what happened to Flip and Yuma is anguished . Just then , everyone looks at the beam of energy between Earth and the Barian World , which begins to crackle . Meanwhile back in Barian World , Nasch and Merag confirmed that though they were enemies to the Barians on Earth , they were on their side now . To prove this , he told Vector to kill him should Vector sense any degree of betrayal . Vector suggested they attack Earth immediately , as Yuma and Astral are not around . Nasch told Vector not to underestimate the duo - there is no way he will not return . He bestowed new power to each of the Barian Emperors , then consented to Vector ' s plan . The War ' s Final Campaign . With the Human and Barian World s merging together , the Seven Barian Emperors , who are now free to attack Astral World directly , began the final phase of the " Interdimensional War " while Yuma Tsukumo and his allies resolve to oppose the Seven Barian Emperors , their endeavors and ultimately Don Thousand . As the Barian Emperors begin to appear Nasch and Yuma discuss why they have to battle and when the Emperor ' s Key reacts with Nasch ' s Barian Emblem which incapacitates Yuma . Yuma and his allies are covered in their escape by several of Yuma ' s friends . Each of them duel the Emperors while Vector watches . Quattro himself leaves to confront Nasch and Bronk leaves to confront Merag , both of whom try to get the Kastle Siblings back to their former selves . However each of the humans falls to the Chaos Numbers of the Barian Emperors and is sent to the Barian World . Quinton and Trey separate the main group to avenge Quattro , but also to act as a diversion so Yuma could depart for the Barian World and Kite for the Moon . As they were about to be defeated , Quinton told both Mizar whom he was dueling and Yuma through the visual screen about the Legend of the Dragons of Light and Time and the Brothers wished Yuma farewell . Meanwhile , Vector used Don Thousand to brainwash Girag and Alito in order to get them to be Don Thousand ' s puppets . Alito is sent after Yuma while Girag ambushes Nasch in order to imprison him . Alito is able to ambush Yuma , Tori and Astral on the airship and forces them to crash in a location between the dimensions in order to duel him . The two of them duel and Yuma tries to restore Alito to his former personality . Astral deduces that the Legendary Numbers can be wielded to destroy the Over - Hundred Numbers of the Barian Emperors to restore their original memories . Alito returns to his former persona and cooperates with Yuma . Merag and Dumon return to the Barian World and meet Vector , who reveals that he awakened Don Thousand and desires to absorb their souls to increase his power . They begin a duel with Vector draining power from Nasch thanks to the spell card Don Thousand ' s Throne . Both Merag and Dumon summon their own Numbers and Merag ranks hers up using Rank - Up - Magic - The Seventh One . Even though they were able to use their combo , with Dumon evolving his Number up with Rank - Up - Magic - The Seventh One , Vector managed to survive , and used Damage Pot to inflict damage to defeat both Emperors in a vicious assault . Dumon activated Saint Shield to negate the damage and boosted Ragna Infinity ' s attack power , but it also resulted in his death due to the card ' s side effect . However , even with his sacrifice , Rio was defeated leaving both of their souls to be absorbed by Vector . Later Vector attempted to murder Yuma and Girag but Girag pushed Yuma out of the way and took the hit for him . As a result , Girag ' s , Alito ' s and Ponta ' s souls were absorbed into Vector . Vector was about to face off against Yuma , but he sensed Nash escaping from the prison he incarcerated him in and returned to the Barian World to Duel him . On the moon , Mizar challenged Kite to one final showdown to decide the to the Numeron Code and the right of becoming the true " Galaxy - Eyes " master . Even though Kite won , he conceded the title to Mizar . He was then entrusted with the key and told to follow his own path , as Kite died from his sustained injuries and oxygen deprivation . In the Barian World , Vector summoned the arena of his Number Ruins to utilize as a battleground for his rematch against Nash , who raced through the Barian World and confronted the duplicitous Barian Emperor . The two began their Duel , and eventually Yuma , Astral , and Tori arrived and observed the match . Vector summoned the souls of Girag , Dumon , Alito and Marin and fully absorbed their powers , giving himself a tremendous boost in strength . After Nash managed to usurp control of " " from Vector and boost its ATK to 3200 , he used it to destroy Vector ' s " " . Due to Vector ' s " Mythyrian Number " destroying his " Number 10X " , Vector ' s original memories were revealed ; he was a benevolent prince , but was corrupted by Don Thousand . Yuma and Tori encouraged Vector to realize that his real self was kind just like " Ray Shadows " . Vector feigned repentance and gave Nash an opportunity to defeat him . Nash relented and attacked , but Vector attempted to have Nash defeated although he failed and revealed his actions were a deception and that he was aware that Don Thousand had altered his memories . Having enough of Don Thousand calling him a " pesky God " he used his newly obtained powers to incinerate Don Thousand , seemingly obliterating him . Vector then Summoned " " which he can Summon after absorbing the souls of his fellow Emperors and almost defeated Nash with it , but he Summoned " " and defeated Vector . The Final Interdimensional Battles . Don Thousand Emerges . Even after being defeated in the rematch , Vector tried using his remaining power to destroy everything . However , his plan was interrupted by Don Thousand , who revealed himself to be still alive . Thousand revealed he was released from Vector now and the powers Vector believed to be his , are from Thousand himself and began to absorb Vector . Vector tried to resist , but was rescued by Yuma , who grabbed his hand . Astral , Tori and even Nash warned Yuma to stop , with the latter adding that Vector will just betray Yuma again , but Yuma decided to trust Vector . Vector feigned his Ray Shadows persona again and attempted to drag Yuma with him , but Yuma did not relent and believed Vector can return to his " Ray Shadows " persona , his real persona all along . Realizing Yuma trusted him , Vector sacrificed himself to protect Yuma and was absorbed by Thousand . Mizar arrived and gave Yuma " " while telling Nash that the Barian Emperors were created by Don Thousand to fulfill his agenda of being revived and decided to confront the Barian deity , who manifested his true form . Mizar attempted a One Turn Kill on Thousand , but Mizar was quickly defeated by his own card and his soul was devoured by Thousand . After defeating Mizar , Thousand revealed his true machination : Since he could not discover where the Numeron Code was , except that it was on the Earth , he fused the Barian World and Earth together to obtain dominion over the Numeron Code . Thousand challenged Yuma and Nash to a Duel , with the Numeron Code allowing Thousand to open a portal to the Astral World and directly attack it when Yuma and Nash took damage . During the Duel , it was revealed that Thousand had activated " Numeron Network " as a Field Spell Card to " modify " Mizar ' s cards in the previous Duel , and demonstrated this power again by effortlessly countering the Summon of " Number 39 : Utopia " . While Astral searched for " Numeron Network " , knowing victory against Thousand would be impossible with it in play , Don Thousand Summoned four " Numbers " , " , " " , " " and " " which , powered by " Numeron Network " , almost defeated the duo with a One Turn Kill . When this failed , Thousand Summoned " " in another attempt to inflict 50 , 000 damage . However , Astral managed to locate where the true form of Numeron Network resided and began to materialize it on the battlefield for Nash to destroy , but at the expense of Astral ' s life , as the energy of the Numeron Code would implode on him , however Eliphas took Astral ' s place and gave him a card before perishing . After Nash was able to destroy " Numeron Network " , Thousand Summoned " " , which deprived the triumvirate of their most powerful monsters . Thousand also revealed that due to the recoil of his engagement against the Original Number , Astral ' s power was split and became fifty of the " Numbers " . Those cards scattered across the Earth , designating the location of the Numeron Code . After that , seven of those " Numbers " suppressed Thousand ' s power and chose their owners , attaching themselves to various heroes and sages of Earth ( shots of Alito , Vector , and Girag with their respective " Mythyrian Numbers " are shown over this ) . However , the arrival of Kite ' s spirit allowed them to summon " " , which they used to defeat " Numerronius " . Finally , Thousand Summoned " " which almost guaranteed his victory , but a combination of powered by the effects of " " and " Numeron Dragon " , along with ZEXAL , allowed the monster to acquire 204 , 000 ATK points to vanquish Thousand . Barian ' s Top Guardian vs . ZEXAL Wielders . Before dying , Don Thousand asserted that his true curse had not been dispelled while transferring his remaining power and " Numbers " to Nash who challenged Yuma to a final rematch for the Numeron Code . When they were resuscitated , they find themselves in a small room surrounded by pillars , while Baria and Astrite crystals floated around . Before them is a winding staircase , which leads straight into the Astral World , the Astral Tower visible . Yuma says it cannot be . Turning , Yuma observes another staircase leading to Earth - which is still fused with the Barian World . Yuma questions what is going on - they should have protected the world by defeating Thousand . Nash appears behind them in human form , saying that Earth and the Barian World are still merged - and they are currently in a small location between that merged world and the Astral World . Yuma mutters " Shark . . . " Nash explains that right now , the two worlds are pulling against one another . If it keeps up , the two worlds will collide , resulting in the Astral World ' s destruction . Yuma says he does not understand - they defeated Don Thousand . Astral turns to Nash and says " it cannot be because you . . . " . Nash confirms Astral ' s thoughts - this is the result of him absorbing Don Thousand ' s power . Yuma questions why he would do that and Tori inquires if Don Thousand ' s was not his enemy too . Nash reminds them that he is a Barian warrior - making him their enemy , regardless of Thousand ' s corruption . Nash comments that the Astral World was created by the souls throughout the universe that desired to Rank - Up . By attempting to do so , they banished everything they perceived as " evil " , which included Chaos , resulting in the creation of the Barian World . Nash compares his world to the Astral World ' s table scraps , but asserts he cannot abandon it . His comrades are in the Barian World - friends who can never be replaced . Yuma begins to argue , but Nash claims it does not matter - Astral ' s mission is to use the Numeron Code to extinguish the Barian World . Yuma says there must be a way to let both worlds coexist . Nash says that is impossible . Astral agrees , revealing that the Astral World has become so debilitated that if the worlds became one , it would simply vanish . Nash muses that they can travel down one path or the other - only one world will survive . Yuma questions if they really fought all this time for it to end like this . Nash claims it is their fate . Yuma refuses to believe it - he knows that everyone can learn to understand one another . Yuma recalls that Don Thousand ' s spell has not been broken yet . Nash says that it can never be broken . Looking up at the three suns that now occupy a space in the sky , he explains that though Thousand interfered with the lives of the other Barian Emperors and altered their memories , he did nothing to Nash . He reveals that he became a Barian of his own volition , because of the people he was close to already having been taken to that world upon death . Yuma is in disbelief . Nash says that he still considers Yuma and Astral friends , but if they stand in his path , he will take them down - he cannot abandon the other Barians . He claims that Thousand ' s true curse is Nash ' s very existence . Yuma stutters , but Nash continues , saying that when he decided to become a Barian again , Reginald " Shark " Kastle died . He demands they settle things once and all , angrily yelling both Yuma and Astral ' s names . Yuma mutters " Shark . . . " , but Astral says they should do it - they have always found their answers in Duels . Yuma agrees and sets his D - Pad , while Nash Barian Battlemorph s and Yuma dons his D - Gazer . They all yell " Duel ! " . Yuma questions Astral if they will really find an answer in this Duel - is there a future they can discover that will rescue everybody ? Tori mutters the names of both Yuma and Astral . Astral tells him there may be a way to solve all their problems - the Numeron Code . He reminds Yuma that the winner of this Duel will become its owner - and it can rewrite the past and future . Yuma asks if he is serious . Astral says he is - everything that has occurred could be restored . Yuma muses that they may be able to use the Code ' s power to revive everyone who was killed . He questions Astral if that is a real future though . What kind of future would result from their running away from all the times they had together - the moments that they fought tooth - and - nail against their foes and grew closer to one another ? Yuma says they fought to grasp their own future . Astral agrees with him - there wouldn ' t be any value in a future not won . Astral reveals that before he would have used the Code without any hesitation , but he ' s not so sure now - that is why they must Duel . Astral says this Duel will be his own " kattobingu " . Yuma agrees - they will be able to find a solution through this Duel . Yuma tells Astral to " kattobingu " , while Yuma figures things out . Nash summoned the seven " Chaos Over - Hundred Numbers " to create his ultimate ace card , " CXyz Barian Hope " . This monster wielded the power of all seven of the " Chaos Over - Hundred Numbers " and allowed Nash to use each of their effects once per turn by either detaching an Overlay Unit or paying 400 Life Points . Nash continually paid his Life Points , as he did not wish to sacrifice his comrades again , as their souls were bound to the Overlay Units . Though Nash used the effect of all the " Chaos Over - Hundred Numbers " , Yuma and Astral narrowly avoided defeat . Yuma and Astral performed ZEXAL Morph , but at that point , the worlds began to drift closer to one another . They were rescued by Kazuma Tsukumo and Vetrix , who used their powers to erect barriers between the arena and the colliding worlds . They urged the combatants to continue the Duel . Yuma activated " Rank - Up - Magic Astral Force " to create " " . " Barian Hope " would have been destroyed , but Nash countered with " Overlay Menace " to protect the other Emperors and " Xyz Trip " to negate the attack . Nash attempted a counterattack , but Yuma ' s activation of " Weaker Overlay " and " Damage Reactor " allowed " Utopia Beyond " to destroy " Barian Hope " . Nash set up the return of " Barian Hope " with " Reincarnation of the Seven Emperors " before Summoning " Black Ray Lancer " in an attempt to defeat Yuma . Yuma countered with the effect of " Utopia Beyond " , Summoning " Utopia " again . Yuma says that " Utopia " and " Black Ray Lancer " are on the field now . He adds that he remembers a Duel like this that they had a long time ago ( scenes from their Duels in episodes 10 and 84 are shown here ) . Yuma says that though they clashed again and again , they always talked during the Duels too . Nash claims Yuma was just a pest back then , someone who meddled in things that didn ' t concern him and bluntly shoved his way into people ' s hearts . Yuma tells Nash that even now , they are still friends . He asks if they cannot go back to the way things were . Nash responds that it ' s impossible - neither of them are the same as they used to be . Yuma questions if he really believes they can no longer understand each other . Nash says Yuma doesn ' t get it - they already understand each other . Nash explains that he ' s known how Yuma feels for a long time and how he felt when they fought . Yuma mutters " Shark . . . " , but Nash continues that even friends that understand each other may stop being friends . Nash adds that there are people who believe in him and that are still fighting by his side . The spirits of the other Barian Emperors , Iris and the soldiers of the United Lands of the Poseidon Ocean appear around him as he vows that he cannot betray them by losing . Yuma mutters " lose . . . " and thinks back to the Door telling him that he could obtain a new power - but the price would be losing that which is most important to him . Astral turns to Yuma and Yuma thinks about what it is he would lose . Nash tells Yuma to come at him and Yuma wonders if what he ' ll lose will be Shark or Astral . He determines it must be neither - as he would never allow himself to lose either of his best friends . Nash weakened " Utopia " with " Friller Rabca " and brought out " Submersible Carrier Aero Shark " as well , but Yuma survived with " Damage Take - Over " . Using ZEXAL , Yuma and Astral created " ZW - Sylphid Wing " , but Nash revived " Barian Hope " using " Rebirth of the Seven Emperors " at the expense of his Rank 3 monsters . Yuma pushed the attack , but Nash used " Draw of Fate " to negate the attack and force both players to draw a card . If the player did not use the drawn card by the end of this turn , they would automatically lose . Nash used Barian ' s Chaos Draw to draw " Glory of the Seven Emperors " , while Yuma used Shining Draw to draw " Double or Nothing ! " Yuma canceled his attack after activating " Double or Nothing ! " , knowing that defeating Nash would be to sacrifice Yuma ' s rapport for his enemies , just as the Door had predicted . Nash had known he would play " Double or Nothing ! " , but this action was not predicted . " Glory of the Seven Emperors " would have allowed him defeat Yuma had Yuma done anything else , but canceling his attack resulted in Nash ' s Life Points becoming 0 . Nash encouraged Yuma never to abandon what is most important to him - his ability to believe in others and his pure heart . He mused that he would not witness the future they would create though . The " Numbers " flooded from Nash ' s body and were absorbed by Astral . Nash told Tori to never let Yuma out of her sight and called Yuma and Astral the best friends he ' d ever had . He informed them that he considered this final Duel to be his greatest - and also the most enjoyable . Nash succumbed to his wounds after this , fading away . Ceremonial Battle : The Emissary of Astral vs . The Zero - to - Hero of Earth . With the final Duels against Don Thousand and Nash ending in their defeats , the countless souls trapped in the Barian World were released and rain down on the Earth . As a result , Yuma is able to reunite with all his friends , who had risked their lives to safeguard the future of the planet . However , with all the " Number s " now in Astral ' s possession , the Numeron Code finally appears , changing everything . Astral claims he must use it to annihilate the Barian World . Yuma asks if he is serious and Astral tells him that the Barian World is the root of all Chaos - it cannot be left as it is . Yuma inquires if the Astral World has changed yet . He says there is no point to the future if they have to keep sacrificing things . He wonders if Astral learned anything from all this - if they keep fighting , they can figure out a better approach . Yuma wonders if Astral would really give up this easily . Astral replies that his answer will not change . Yuma asserts he will never let Astral do something like that . Astral asks what Yuma plans to do , then . He replies that he will Duel him . Astral wonders if he means to wager the future that the Code will create on the Duel . Yuma confirms this , but Astral reminds him that he possesses each and every last " Number " . He claims no one in the universe can defeat him now . He wonders how Yuma can still intend to fight . Yuma demands that if he wins , he will listen to Yuma . Astral agrees , but tells him that if he wins , he ' ll destroy the Barian World and delete very last memory of Astral from Yuma ' s mind . Yuma still agrees , so Astral tells him they will Duel tonight at the station square . Thus , they were both given time to prepare for the duel . Once preparations were complete , they meet at Station Square and the final Duel commenced . As the Duel started , Astral Summoned " Utopia " , along with its upgraded forms : " Number C39 : Utopia Ray " , " Number C39 : Utopia Ray V " , " Number C39 : Utopia Ray Victory " and " Number 39 : Utopia Beyond " . After a direct attack from " Utopia Ray V " , Yuma was discouraged , but Astral encouraged him to continue . Yuma did so in one turn , summoning " Gagaga Cowboy " and " Gagaga Samurai " in with a few support cards to destroy Utopia ' s 4 evolved forms , and almost OTK Astral , had it not been for Heat & Heal . Astral deduces from Yuma ' s previous comment on the 5 utopia monsters being more impressive then he expected that his partner predicted beforehand that he would be facing all 5 of them at once , and developed a way to beat them , and continued his onslaught with the original Utopia . Yuma attacked the Number with Gagaga Cowboy , causing Astral out of precaution to negate the attack , only to find out it was a risky but successful bluff from Yuma to use Moon Bumper , with the astral being proceeding to complimenting his partner on his play and the way he evolved as a duelist . Yuma tries to reason with Astral , telling him to remember that his duel with Eliphas delivered the Astral World from the forced destiny of existing solely to rank - up , only to Astral to reveal that he has never forgotten all their moments together , which he cherished , but then abruptly declaring he will fulfill the pact he and Yuma signed together , using Rank - Down - Magic Hope Fall to summon Number 39 : Utopia Roots , before proceeding on with his relentless attack on Yuma using Overlay Accel to attach Kite and Shark ' s Numbers to Number 39 as materials to allow him to attack multiple times , thinking to himself he won ' t forget all those who fought at his side . At this point the duel is at a standstill . Yuma admitted to Astral that he truly enjoyed Dueling , as it allowed him make new friends . He questioned Astral on what he will do after he collected the " Numbers " . Astral replied that he will complete his mission and return to the Astral World . Yuma then questioned what Astral will do after that . He replied that he did not know . Yuma said that he knew his future is bright , but if he did get the chance to show it to Astral , he may not be there . He managed to make a comeback by using " Master Piece " performs a Shining Draw on his own to use his fallen Xyz Monsters to Special Summon " " , declaring he found a path for his own future , as Astral deduces for sure that Yuma is in fact a part of himself he lost during his ancient Fight with Don Thousand . Yuma activated its effect to usurp control of Astral ' s Number 39 : Utopia Roots " and attack him with it . Astral then used " Hyper - Rank - Up - Magic Ultimate Force " to use " Utopia Roots " to Xyz Summon " Number 99 : Utopic Dragon " . Yuma tried to take control of Astral ' s new monster with " Utopic Future " , but Astral used its effect to negate that effect and destroy all other monsters . Yuma protected " Utopia Roots " with its own effect ; however , he would take damage equal to the ATK of the " Utopia Beyond " that was destroyed . He saved himself with the second effect of " Utopic Future " by reducing the damage to 0 . On the next turn , Yuma tried to take control of " Utopic Dragon " again by attacking it , but Astral negated the effect of " Utopic Future " once more and Yuma prevented his monster ' s destruction . Yuma activated " Kattobingu Challenge " to let " Utopic Future " attack again , as well as " Braving Memory " to increase its ATK to 4000 500 for each Number card in Astral ' s graveyard , and protecting it from being destroyed by battle . This allowed it to destroy " Utopic Dragon " . " Braving Memory " also granted " Utopic Future " another attack , but Astral used " The Door of Destiny " to negate the attack , while also reminding Yuma that he will be defeated if he does not destroy it . Yuma reminded Astral that this was where they first met ; he also realized that the most important thing he would lose was Astral . He hesitated , but Astral said that he had a card to help him win . Yuma realized what his friend meant , finished the Duel by activating " Double or Nothing ! " to continue his attack and defeat Astral . With his defeat , Astral reconsidered his mission , and after the two friends share a heartwarming goodbye , he used the Code for different purposes : The Seven Barian Emperors were revived by Astral , but they were once again humans as they were in the past . He also used its powers to revive Kite Tenjo , Ponta and Eliphas to restore peace to the Earth . According to Eliphas , Astral fused the Barian World and Astral World using the Numeron Code . Thus the Different - Dimension War concluded with peace and harmony between the three realms .