Dr . Faker ( manga ) Dr . Faker is a character appearing in the " Yu - Gi - Oh ! ZEXAL manga " . He was a scientist whose goal to destroy the Astral World drives many important parts of the series ' plot . Personality . Faker is originally introduced as somewhat power - mad , obsessed with destroying the Astral World using Haruto ' s powers – even if the boy exerted himself to collapsing in the process . Despite his inhumane methods , he was a brilliant scientist – having developed trans - dimensional machines capable of contacting the Astral world , and had been working to develop sustainable energy prior to Haruto ' s accident . However , Faker was always a devoted father who cared immensely for his children – having gone so far as to forfeit " his humanity " for his son . He maintained his attacks on Astral World for over a year , in spite of failing health , driven only by the hope that Haruto could get his soul back . Ultimately though , Faker ' s premature death hinders deeper understanding of his character . Manga biography . History . Dr . Faker was originally a researcher looking to develop a new energy source , together with Luna , who was his assistant at the time . As in the anime , Haruto and Kaito are Dr . Faker ' s sons , and Faker attempted to use the power of the Astral World to cure Haruto of his illness . Instead , Haruto gained his dimension - warping powers and his soul became lost in the Astral World . Faker set out to destroy Astral World in the hopes that it would bring his son ' s soul back . However , like his son Faker also suffered from an incurable disease . Worrying about his son ' s future , he allowed the con artist Mr . Heartland into his confidence under the promise that Heartland would cure his boy . He eventually died of natural causes a year before Yagumo and Heartland ' s battle later in the series , his death hidden by Heartland and his body left to rot in his lab in Heartland Theme Park . Yu - Gi - Oh ! ZEXAL . In the present , Dr . Faker is introduced as an evil scientist whose objective was to destroy the Astral World . Towards that objective , he used his sons Kaito and Haruto Tenjo . Mr . Heartland revealed that he took Haruto away from Kaito under Dr . Faker ' s orders . Dr . Faker seemed to have manipulated Haruto and transformed his mind so that he would use his powers to destroy the Astral World . Meanwhile , Faker manipulated Kaito to collect the " Numbers " for him , saying that if he did so , Haruto would go back to normal . While talking to Mr . Heartland , Faker stated that Kaito had given up his humanity to protect Haruto , just as Faker had given up his to protect the city . Faker also said that he knew a messenger would be sent from the Astral World and that he would crush it thoroughly , sending its remains back to their world . He claimed it ' s the only way to protect the planet . Dr . Faker also " created " servants to collect the " Numbers " . He made a corn into a human , " created " a person from electron drips and gave a doll a life . Then , he sent these three to work as " Numbers Hunter s " under Mr . Heartland ' s orders in the Heartland Theme Park . It was later revealed that Dr . Faker gave the three souls , and that if they failed , they would lose their souls , going back to their original form . This is what happened to both Captain Corn and Thunder Spark . The same would happen to Cologne , but Grandpa Demetto gave her his soul , so she was kept alive . When Luna Duel ed Shark , she said Shark was the only person who can stop Faker ' s ambitions . Also , after absorbing three consecutive " Numbers " , Astral recovered the memory of Dr Faker being his enemy , and that he planned to use the hidden power of the " Numbers " to destroy the Astral World - however , it was connected to this world , so , if the Astral World dies , this one will die as well . Takashi asked if Dr . Faker knew both worlds are connected , and Cologne said that he brought her to life , but that he was a really scary scientist , and that she wouldn ' t put it past him . Takashi and Tokunosuke get scared on how he knew about that fact but still wanted to destroy the Astral World , and on how a man like that is collecting the " Numbers " . Yuma sid that they had to get the " Numbers " first to stop Dr . Faker ' s plans , and Tetsuo then deduced the fate of the world was riding on this . Then , everyone , except for Tokunosuke , got spirited up and say that they would keep on collecting the " Numbers " , and that the Numbers Club would protect the world - stopping Dr . Faker ' s plans . After Yuma , Shark , and Kaito defeated Shadow , the trio were taken in by Luna who explains the rest of Dr . Faker ' s motivation and past . She noted her suspicion that Astral had been sent to Earth as a form of retaliation in response to Faker ' s attacks . Meanwhile , Kyoji Yagumo and Mr . Heartland began their own Duel . As Kyoji began his second turn , he activated the Field Spell , " Court Battle " , telling Heartland he was on trial for his " sins " . Kyoji then taunted Heartland , asking if he ' d like to " call Faker as a witness ? " He then answered himself that Heartland could not , because Faker was dead . As his and Mr . Heartland ' s Duel continued , Kyoji elaborated on his earlier claim by calling " himself " to the stand . He then revealed a clone made up of small spiders ejected by " " , which he was able to link his vision with . He explains that over the past year , no one had been allowed to see Dr . Faker in person , leading him to suspect something was amiss . He used his spiders to infiltrate Faker ' s lab and found a video recording made by the doctor as part of his research logs . In it , Faker remarked that after 1 year and 15 days since he began his attack on Astral world , he had made no progress , and his health was in rapid deterioration . Like his son , Faker was beginning to succumb to his own incurable illness and recognized that he did not have long to live . He claimed his only regret was that without him , no one would be left to cure his youngest son . Kyoji realized that Faker was nothing more than a " pitiful father trying to save his sick son " and his natural death one year prior was being used by Heartland to deceive and control Faker ' s former agents . Heartland continued to resist these charges claiming that he had nothing to gain . However Yagumo explained that Heartland ' s real goal was to steal the valuable limitless energy machine Faker was developing prior to his attacks on Astral World , in order to amass wealth for himself . Thus Heartland hid Faker ' s death from everyone – even Faker ' s own children . Kyoji went on to explain that Faker had relied on a special medication to prolong his life . Heartland had used his connections with Faker to hack the databases of the pharmaceutical company that made this medication to find other victims to swindle . He labeled Heartland as a common con man who made his living by working his way into the confidence of those near the end of their lives to take their fortunes – with 689 victims total . Kyoji then asked Heartland what he promised Faker to gain his confidence ; whether it was that he would take care of Haruto when he died or if the boy would be cured if he did as Heartland said . At this point Heartland revealed his true colors with a menacing grimace , telling Kyoji that he knows too much and can ' t be allowed to live . However , Yagumo won the Duel using the power of a Blank " Number " , and revealed that Heartland had stopped Faker ' s attacks on Astral World recently , fearing of the destruction of Earth . However , unlike Heartland , Yagumo wanted to carry out the destruction of the two worlds out of personal disgust . Kyoji later abducted Kaito and brought him to Faker ' s body . Kaito expressed visible shock at the revelation , shaking his father ' s body and shouting " If you don ' t cure Haruto , who will ? ! " " Yagumo later commented that it was strange that Kaito referred to his father as " Dr . Faker " all this time , to which Kaito angrily told him that it was none of his business . It remained unclear how many of the appearances made by Dr . Faker seen until that point in the series was the genuine Faker prior to his death , or some illusion as part of Heartland ' s masquerade .