Dr . Faker Dr . Faker is the primary antagonist of the first three arcs of " Yu - Gi - Oh ! ZEXAL " and the father of Kite Tenjo and Hart Tenjo , and the founder of Heartland City itself . In the beginning he instructs Kite to collect the " Number " cards as it is believed that Faker wants to conquer Earth by destroying the Astral World . However his true ambition was to destroy the Astral World to fulfill his pact with Vector in order to cure Hart ' s illness . Faker is responsible for the mutation of Vetrix into a child , and for the disappearance of Kazuma Tsukumo . He is also able to see Astral . Design . Personality . In the past , according to Astral , Dr . Faker used to be a kind person as he built Heartland for children . In the present , he seemed to be a cruel and malicious man , but during his Duel with Yuma , Shark and Kite , Faker revealed that it was all a facade and that everything he did , he did for the sake of his sons . Playing the part well , he was shown to be obsessed with destroying the Astral World and Astral himself . He seemingly saw Hart Tenjo as nothing more than a weapon , but he lets his facade slip when he showed great concern when Hart ' s powers were taken by the Vetrix Family . He also did not seem to care about friendship as he was willing to sacrifice Kazuma Tsukumo and Vetrix in order to achieve his ambition , though he was later shown to deeply regret this . It was also originally believed that he did not care about his sons Kite and Hart , only considering them as trivial sacrifices for his goal , to destroy the Astral World so that the Barian World can give him the power to rule the Earth . Part of Faker ' s persona emphasized his arrogance and confidence in his own genius , a trait that is more pronounced in the dub . Appearance . Dr . Faker resembles a basic evil scientist - like character . He appears as a man who has light purple eyes , pale skin and blonde hair that is curled up in a point three . His attire includes a black trench coat with a high collar like his son , Kite , fingerless white glove on his right hand , and white pants with black boots . He also has a gray belt and has a golden earring on his left ear like Mr . Heartland . When Dr . Faker Duels against Yuma , Kite and Shark , he appears to take on a more android like appearance as half of his face becomes metal and the rest of his body transforms into that of a heavily built cyborg . It is unknown whether Faker is part cyborg or not . When possessed by Vector , he takes on a demonic appearance similar to Vector ' s own , with the Barian Emblem on his forehead . Taking his muscular , cyborg form ' s build , Faker ' s skin turns different shades of red and wings sprout from his back . Anime biography . History . Dr . Faker is the the creator of Heartland . He founded it with the intention to help poor children , but also intended as a place that everyone can have fun . Faker ' s youngest child , Hart Tenjo , was born a very frail boy . Knowing Hart could not survive without more aide than Faker could provide , he became obsessed with finding the door to other dimensions , wishing to use their power to sustain his son ' s life . To that end , he worked with Byron Arclight and his son Chris . Arclight suggested they ask Kazuma Tsukumo for help . He was an adventurer who was also searching for the same door . Kazuma agreed to help them . After examining their theory , he told them what was wrong with it . They had been operating under the assumption that were twenty - one passage points . By analyzing that data , they could determine where the door would appear next . Kazuma revealed that there were actually twenty - three passage points , something he had determined while adventuring . With that new data , they determined where they needed to go . Chris stayed behind , leaving Byron , Kazuma and Faker to travel to the destination . When they arrived , Kazuma saved Faker from being crushed by a boulder trap in the temple . They reach a dead end , with Faker remaining slightly behind them . The two began to glow red and Faker reads the hieroglyphs below their feet , " when two souls are offered up , the door will open " ( " Deliver two souls for mysteries untold " in the dub ) . Faker told them he would find the door to the parallel dimensions at any cost . Kazuma asked Faker if Byron and Faker weren ' t close friends and Faker responded that if Byron is really is his friend , he should be happy to be sacrificed . Average people like him could hope for no more than that . They fall through the portal , with Byron swearing revenge . On the other side of the door , Faker entered the Barian World . Here , he met Vector , who agreed to heal Hart in exchange for Faker destroying the Astral World . Vector sustained Hart ' s life with his powers as Faker worked to complete the Sphere Field Cannon and collect the " Number s " . If Faker did not succeed , Vector would take Hart for himself . Faker believed Byron to be dead , but the latter survived and made his way back . As his form warped into that of a child , Byron took the name " Vetrix " and swore revenge . Kazuma did not return , but was instead trapped in the Astral World . Faker and Mr . Heartland created Kite Tenjo ' s Deck using science from another dimension . Faker also gave Kite one of his own cards , " Message in a Bottle " . Though Kite was unaware of the pact Faker made with Vector , he underwent training and was chosen amongst many other Duelists to become a Number Hunter and save Hart . Yu - Gi - Oh ! ZEXAL . Pre - WDC . Five years after making his pact with Vector , the " Number s " appeared and Kite began to gather them . At one point , Dr . Faker asked Mr . Heartland to check up on how Kite ' s collection of the them was going . He ordered Mr . Heartland to place all of the trash collected by the litterbots into the Heartland Tower so that Hart Tenjo could send the rubbish into the Astral World , using them as makeshift bombs . He claimed to have given up his humanity in order to protect the world as well as Kite and Hart , comparing it to how Kite gave up his humanity to protect Hart . He awaited the inevitable arrival of an emissary from the Astral World . He cleared Mr . Heartland ' s plan to gather " Numbers " holders together for Kite to defeat through the World Duel Carnival . He occupied a room with a machine known as the Sphere Field , which extracts the energy of the " Numbers " . When Kite accused Dr . Faker of hiding the truth about the " Numbers " , the latter explained that he needed Hart ' s strange power to attack the Astral World , and that he fell sick because he used too much of his power . Dr . Faker also referred to Astral as the " Original Number " . World Duel Carnival . Dr . Faker revealed to Mr . Heartland that the reason for time stopping in Heartland was that waves from the Astral World and another world were passing through Earth . He believed that if Astral collected the " Number s " first , he would recover his memories and attack Faker . Dr . Faker became furious when he learned that Vetrix stole Hart ' s power and injured him . Mr . Heartland told him that the people had " strange markings " . Dr . Faker then ordered Mr . Heartland to " slice them down " when they come to the WDC finals . World Duel Carnival Finals . Before the finals party , Faker complemented Heartland on how appropriate everything looked for it . He asked if the all the finalists have arrived and Heartland told him that a Duelist named Vetrix has yet to appear . Faker responded that he has no idea who Vetrix is . Vetrix proceeded to interrupt Heartland ' s speech , telling him that he will crush them . When Yuma and Astral infiltrated Heartland to retrieve Yuma ' s lost Deck , Faker confronted them via an over - sized hologram . He welcomed both Yuma and Astral , whom he could clearly see . Astral questioned him on why he was collecting " Number s " . Faker revealed he had made a deal with a being from the Barian World . If Faker would destroy the Astral World , the being would give him the power to conquer Earth . Yuma asked how he could use his own children to do so and Faker called them trivial sacrifices . He claimed that in order to obtain power , sacrifices were necessary - his own sons , Kazuma and Yuma himself were all part of it . He told Astral he was looking forward to the finals the next day and returned Yuma ' s Deck to him after dropping him out of the room . While observing Yuma and Shark ' s Duel during the finals , he was shocked to learn that the " Number " cards had the ability to metamorphose through Chaos Xyz Evolution . When Vetrix and Kite entered the Duel Tower for their Duel , Faker recognized Vetrix as Byron Arclight , impressed that he managed to survive and change to his current form , while claiming that everybody who gets in his way will be destroyed . As their Duel continued Dr . Faker listened in silence when Vetrix started about how he lost everything while he was lost between worlds , and how the only thing he has is revenge . When Vetrix removed his mask and showed a holographic face of Hart while showing that the two are linked together by causing Hart pain , Dr . Faker becomes infuriated and shouted Byron ' s name while ordering his men to protect Hart , but found himself unable to do anything as Hart ' s room was sealed . As the Duel continued , Dr . Faker watched in horror at how Vetrix was using Hart . He became horrified when Hart was for a brief moment considered dead . Eventually , after Yuma saved Hart from Vetrix ' s control and Kite Summoned " Neo Galaxy - Eyes Photon Dragon " to attack Vetrix , he watched in satisfaction as he believed Kite defeated Vetrix . He , however watched in shock when Vetrix actually manages to defeat and steal Kite ' s " Numbers " , believing it to be impossible . Mr . Heartland urged him to stop the tournament due to Kite ' s defeat , but Faker insisted it was unnecessary . The plan will still go fine as long as they have the Sphere Field . Faker appeared before Yuma and Vetrix before they began the final match at the " Sphere Field " , taunting them both . . After the Duel ended , Faker used the Sphere Field to steal all the " Number " cards that were in Yuma and Vetrix ' s possession , and destroyed the Dueling Field . He stood over Yuma , laughing maniacally . Faker began the last stage of his plan , using Hart and the " Numbers " to power the Sphere Field Cannon and attack the Astral World once more . Shark , Kite , Tori and Orbital 7 united and fought a litterbot army deployed by Mr . Heartland . Astral himself managed to get Yuma out of the Sphere Field , giving " " and " " back to Yuma in the process , who in turn gave the latter card to Shark . Yuma , Shark and Kite stood before Faker and challenged him to a Duel , holding their ace cards aloft . Faker transformed into a robotic form for the Duel , his D - Pad and D - Gazer integrated into his body . He immediately Summoned " " , whose effects controlled the Duel easily . Yuma ' s reckless plays gave Shark an idea and " Shield Fin " helped turn the tide of the Duel . Kite ' s " Galaxy - Eyes Photon Dragon " destroyed " Heart - eartH " and appeared to defeat Faker , but when the dust cleared , another " Number " had appeared . With this " Number " , " " , Faker turned the tide of the Duel again , restoring his Life Points by easily dispatching the " Chaos Numbers " of both Yuma and Shark . Kite was able to destroy it with " Neo Galaxy - Eyes " . Faker revealed that all of his actions were motivated by a desire to save Hart and the true nature of his pact with Vector . Kite wished to take the burden from his father ' s shoulders , but Vector appeared and possessed Faker , insisting they continue the Duel . Yuma fused with Astral and used a combination of " ZW - Ultimate Shield " and " Xyz Unity " to defeat him , releasing him from his possession . Afterwards , the building began to collapse around them , causing Dr . Faker to fall . Kite managed to grab hold of him , but fell himself , attaching his Duel Anchor to Yuma in an attempt to get them back up . As Yuma struggled to keep the two from falling , Vetrix appeared before them and claimed Faker had committed " many sins " . Faker begged for Vetrix to spare Kite , but Vetrix fired his crest at them regardless . Instead of harming them , Vetrix used it to transport them to the outskirts of Heartland . Faker teared up that Vetrix would forgive him for what he did , and apologized for his past actions . He and Hart then watched the Duel between Yuma and Kite . Faker blamed himself for Kite ' s mental state , as he was initially unable to Duel without Hart as his motivation . After Kite won the Duel , Dr . Faker expressed relief that Yuma helped his son regained his spirits Barian Emperor Onslaught . During the Barian s ' invasion of Earth , Dr . Faker and Hart watched Kite ' s and Mizar ' s Duel on the moon from their laboratory . As Kite was about to die , he comforted his saddened family by saying he had no regrets and told Hart to care for their father before the screens blacked out . With the fusion of the Barian World and Earth continued , Faker used Heartland Tower to house survivors who did not obtain a fake " Number " and got sacrificed to Barian World . Some time after Yuma ' s and Astral ' s Duel , he started working together with Vetrix and their revived sons to research parallel worlds once again . Manga biography . Dr . Faker is a scientist whose objective was to destroy the Astral World . For that objective , he used the brothers Kaito and Haruto Tenjo . Number Hunting . Dr . Faker collected a total of fifty " Number s " via the Sphere Field , taking them from Yuma Tsukumo and Vetrix after their match in the finals of the World Duel Carnival . Among those taken were : Astral managed to eject Yuma from the Sphere Field , leaving him with " Utopia " and " Shark Drake . " Afterwards , Yuma gave the latter card to Shark . Upon his loss to Yuma , Shark and Kite , Astral obtained all of Faker ' s remaining " Numbers " . Inventions . Faker created numerous inventions during his career , including : Deck . Dr . Faker uses a Garbage / Heart - eartH Deck focused around high - Rank Xyz Summon tactics , with Trap Card s covering the few weaknesses his devastating " Number s " have .