Yu - Gi - Oh ! ZEXAL - Episode 116 " Now or Never , Part 1 " , known as " The Stern Duelist - " Dyson Sphere " Upheaval ! ! " in the Japanese version , is the one hundredth and sixteenth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on August 11 , 2013 and aired online on Hulu on July 28 , 2014 . Summary . In the middle of a blizzard , a pilot struggles to control his plane . His copilot exclaims it ' s impossible to deliver goods now . The pilot says there are no landing areas either . Suddenly , the blizzard clears and the plane is flying above a bridge Heartland City . Outside a building , Mr . Heartland is frustrated that Erazor and Chironex were defeated . The ninja kneeling before him cackles and tells Heartland not to worry ; as long as they are here , everything is running smoothly . Heartland says even though Yuma and Shark are still bothering him , Kite is still nowhere to be found . The ninja calls this a perfect opportunity because he detests big monsters ( in the dub , Heartland assigns the ninja to eliminate Kite , which the latter agrees to ) . He transforms into a mosquito and flies away . Heartland looks on and says he is counting on Scritch to get the job done . Yuma and Trey are on patrol . Yuma stops and reports that there are no abnormalities . He thanks Trey for helping him . Trey asks Yuma how long he will patrol like this . Yuma confirms it and says he cannot afford to lose to the Barian s . Trey voices his concern over Yuma acting fine even without Astral around . Yuma remembers Astral ' s disappearance after Trey speaks . Trey calls out to him and Yuma snaps back to reality . He hides his sadness by calling Trey ' s arrival the effort of hundreds of people ( in the dub , Yuma compares Trey ' s presence to ten Astrals ) . As Yuma continues to boast , his friends are watching outside of a gate . Caswell wonders if Yuma recovered yet . Cathy hopes that this is the case . Tori begins to speak , but she is interrupted by Flip showing up , wanting to offer his assistance . He reports that something is ready , but Bronk tries to silence him . Yuma wonders what his other friends are doing here ( in the dub , Yuma convinces Bronk to let Flip speak ) . Flip breaks free of Bronk ' s restraint and yells that he finished preparations . Yuma wonders what he means and Flip shows him a grave that he made for Astral , made out of glass that Flip picked up earlier . Cathy asks why Flip did this and he replies that he did it for Astral . Yuma starts to react and Bronk starts to protest . Flip says funerals are meant for something important and allows the living to sort out their minds . Bronk tells Flip to knock it off and chides him for not thinking about Yuma . Yuma starts to get upset . Bronk grabs Flip by the collar , but a teary Flip knocks away his hand . He admits that he felt sad too . Even though he and the Numbers Club can ' t communicate with Astral like Yuma can , Astral is still their friend . It was thanks to Astral that the lives of the Number Club were saved and also why Flip has been able to get along with his other friends . Bronk , Cathy and Caswell say they feel the same way before the latter two break into tears . Tori cries for Astral too . Trey says he also felt the same way ; everyone here received help from Astral at some point . Flip concludes that the funeral was prepared for his sake , whether or not other people came . Back at home , Trey calls Yuma for dinner , but cannot find him in the attic . Yuma sits on the rooftop and mutters Astral ' s name . The next day , Yuma and Tori walk home from school . Yuma exclaims that he felt pumped after all those Duels . Tori comments that this is rare coming from him . Yuma starts to bring up Astral helping him , but stops , then laughs it off , worrying Tori . At home , Yuma looks over his Deck . He thinks he cannot take out " Half Unbreak " because it is useful . Yuma hears Astral ' s voice somewhere , telling him it is the right decision . He turns to find Astral standing next to him . Astral disappears and Yuma continues editing his Deck . Downstairs , Quattro asks Trey on how Yuma is doing . Trey reports that Yuma ' s Dueling skills are top notch . Astral helped Yuma improve , but Yuma lost his confidence after Astral disappeared . Quattro asks if Yuma can still get a hold of himself . Trey says he does not know , but since this is Yuma they are talking about , Trey is certain about something ( in the dub , Trey says he does not know because it ' s too soon to tell ) . In the city , Kite says there was no mistake in picking their target . Quinton says this is expected from Kite and praises him ( in the dub , Quinton gives all the credit to Kite ) . Addressing Quinton as " Chris " , Kite asks him if they should proceed with the experiment ( in the dub , Kite does not use Quinton ' s real name ) . Quinton approves , but tells Kite the experiment is dangerous and they cannot let Yuma know about it . The next day , Yuma and Trey are on patrol again . Everything seems normal from where they are standing . They continue on an abandoned highway and Yuma reports there are no abnormalities . At sunset , Yuma confirms that all of Heartland is safe again . He boasts that the Barians have gotten afraid of him . Trey gloomily mutters that he hopes so too . Yuma asks him what ' s with that tone , then finds the Number Club trailing them from behind . They hastily hide behind a bench upon being found out . Yuma is upset that they followed him again and Tori apologizes . She explains that they did it because they were worried about him . Yuma denies that there ' s something wrong with him . Trey clarifies that Tori meant that Yuma still cannot get over the loss of Astral . Yuma denies it again ; he claims that he is as good as he always has been . Bronk asks Yuma if he really noticed his true state . Yuma is confused and Cathy confirms that Yuma indeed did not notice it . Tori says the places that Yuma patrolled were the places where he Dueled with Astral . Yuma denies Tori ' s statement and she continues that even their current location is where Yuma and Astral Dueled . Caswell and Flip point out the location of Astral ' s grave again ( in the dub , Caswell and Flip specify that Astral ' s grave is the last place that Yuma stopped every day ) . Yuma sees it and he mutters " Astral . . . " Trey tells Yuma that although Yuma thought he overcame Astral ' s death , he is still searching for Astral unconsciously . The reason why Yuma visited the places he did was so that he could run into Astral one day ( in the dub , Trey tells Yuma to accept the fact that Astral is gone ) . This leaves Yuma in a state of disbelief as he recalls the memories of Astral . It starts to rain and Yuma runs away from his friends . Tori calls out to him . As Yuma runs , he recalls more memories of Astral and refutes Trey ' s and Tori ' s earlier statements , as well as Astral ' s death . Yuma stops at a plaza , where his friends catch up . Tori tries to comfort him , but Yuma snaps at her to leave him alone . He refuses to believe that Astral is dead , which is why he will keep searching for him . From behind the group , Kite says he was waiting for Yuma to say that . He orders Yuma to stand up and he complies . Kite decides to take Yuma somewhere , to the latter ' s confusion . Kite replies that they will bring back Astral , shocking everyone present . Yuma asks what Kite means , but an aircraft descends . Kite decides to save the explanation for later and tells Yuma to get on board ( in the dub , Kite tells Yuma this is his ticket to save Astral and asks if he is in ) . In the plane , Yuma asks if Astral is still alive . Kite says they have to prove it first . He asks Yuma the purpose for their battles . Yuma seems to have forgotten , and Kite enlightens him by reminding him of the Numeron Code . Yuma remembers Astral telling him about the Code . Kite says Astral ' s mission is to find the Numeron Code and destroy the Barian World . Without Astral , the Numeron Code cannot be found . No matter how hard they resist , as long as the Barians keep up their assault , they will eventually obtain all the " Number s " . They will then modify the Numeron Code so that it will destroy the Astral World and the human world . Because of this , they need Astral . Kite reports that while Yuma was depressed , he and Quinton found a way to the Astral World . Yuma wonders how they will do that . Scritch , in his mosquito form , eavesdrops on the conversation . Kite shows the group a King ' s Coin . Yuma realizes that this was the coin his father left behind in the Number ruins . He digs into his pocket , pulls out the coins he has and realizes that one is missing . He asks Kite where he found the missing coin ( in the dub , Yuma accuses Kite for stealing it ) . Kite returns it to Yuma , saying that he simply borrowed it . He returns to the main subject : there are secrets hidden in the coin . Scritch buzzes behind Kite , who gently swats him , then flies away . Yuma asks Kite what ' s wrong and the latter responds it ' s nothing . The plane arrives at the group ' s destination . Everyone disembarks and Yuma sneezes . Yuma wonders what the machine standing before them is . Kite replies that this machine is a Interdimensional Teleporter built by him and Quinton . Orbital 7 welcomes Kite . Kite tells Yuma that the Different Dimension Airship was able to search out the " Mythyrian Number s " in the ruins . He continues that the King ' s Coins may have some secrets related to the " Numbers " ( in the dub , Kite says the airship was not able to detect the " Numbers " , but it was able to detect the King ' s Coins ) . The coins are made of Astralite , a substance found in the Astral World . Yuma says " Astral Light ? " , but Kite corrects him . Astralite is a powerful source of energy that Earth does not have . Quinton and Kite can use the coins to open the gateway to the Astral World . Yuma marvels at the creation , but Quinton interrupts . He demands why Kite would bring Yuma here . His student replies that unlike Quinton , he did not intend to coddle Yuma . Quinton says this is not the problem ; they will use the teleporter to open the gateway between dimensions , with no knowing of what will happen next ( in the dub , Quinton says he intended to test the teleporter himself , then inform Yuma about it ) . Kite says he knows ; Yuma demands why Quinton did not tell him about this . Quinton says it was simple : Yuma would go for it if he told him about the teleporter . Yuma protests that this is the way they can get Astral back . Quinton chides Yuma for not knowing the experiment ' s danger . Even if Yuma somehow entered the Astral World , it ' s a totally unknown place ; Yuma may not even return alive . Yuma says this doesn ' t matter ; he wants to be reunited with Astral . Kite tells Quinton that Kazuma leaving the coins in the ruins is no coincidence . If he expected everything that happened so far , the coins must be messages to summon Yuma to the Astral World . Yuma regains hope ; Astral must still be alive . After worrying for Yuma , Tori begs Kite and Quinton to support Yuma , since he is the only one who can bring Astral back . Yuma also begs Quinton to send him to the Astral World . After a brief moment of thought , Quinton agrees to send Yuma off . Quinton guides Yuma through the procedure . He and Kite will open the gate to the Astral World and send Yuma there . They have no idea how long the gate will stay open , so if the gate closes , Yuma may not even return . Yuma understands and tells Tori not to worry ; he will bring Astral back . Orbital starts up the teleporter . Quinton explains that high voltage will be applied to the Astralite in the device to let it release energy . By charging it and releasing it all at once , the gateway to the Astral World will be opened . He tells Yuma to stay where he is and not move . They can only extract energy from the Astralite once , meaning there is only one chance to open the gate . A yellow sphere surrounds Yuma and lifts him off the platform . Yuma nods in understanding . Orbital reports on the energy levels , but the lights get cut off . Quinton says this isn ' t good ; if the blackout continues , the experiment may fail . Kite orders Orbital to use his own power source to restart the teleporter . Orbital starts to protest , but Tori begs him to do it . Reluctantly , Orbital plugs one of the machine ' s cables to the Baria Crystal in his chest compartment ( in the dub , Orbital remarks he should have brought extra batteries ) . This shocks him and causes him to fall on his back . Kite is satisfied that they now have a backup power generator to continue the experiment . Suddenly , he hears laughter behind him . Scritch addresses Yuma , Quinton and Kite , saying they ' re trying to visit the Astral World , but he himself won ' t let that happen . Kite identifies him as a Barian , while Quinton deduces that Scritch was behind the blackout ( in the dub , Kite says the Barians always show up at the worst possible times ; Quinton does not speak at this point ) . Scritch responds by laughing at the group mockingly . Yuma curses at the Barians for interfering , but Kite reminds Yuma to remain still until Orbital ' s energy charges up the teleporter . Until then , he and Quinton will protect this place . Yuma is concerned about his friends from the sphere . Scritch laughs and calls the situation interesting ; he will defeat Kite and Quinton first , then . He throws a small sphere at Kite ' s and Quinton ' s feet , blinding everyone else with a red light . Scritch declares , " Mosquito Ninja Art ! Mosquito Ring Formation of Undead Corpses ! " ( the kanji of Scritch ' s ninja art is cut from the dub ) Don Thousand ' s Emblem appears for a brief moment , while Scritch explains that his opponent ' s LP are halved , while Scritch ' s are doubled . Kite calls it a handicap Duel ( in the dub , Kite appears unconcerned about the handicap ) , while Quinton accepts the conditions . Scritch says he dislikes big things , especially the giant monsters that Kite and Quinton use ( in the dub , Scritch says he will enjoy taking down Kite and Quinton ) . Scritch ' s eyes glow purple and he initiates Barian Battlemorph . He transforms into a humanoid mosquito , armed with a Duel Disk . Kite deduces this must be Scritch ' s true form . Yuma throws a card to Quinton , who catches it . He realizes that the card is his old " Number " , " " . Yuma urges Quinton to win with this card . The latter promises Yuma to take care of the feelings he entrusted to him . Turning back to Kite , Quinton says he never thought that he would Duel alongside Kite . Kite tells his mentor not to drag him down ( in the dub , Kite tells Quinton to keep up with him ) . Quinton tells Kite not to get ahead of himself because he taught Kite how to Duel . Kite says that students are meant to surpass their mentors ; Quinton urges Kite to show him that power . Kite initiates Photon Transformation , while Quinton arms his D - Pad . Scritch tells his opponents that they are playing under Battle Royal rules ( in the dub , Scritch tells Quinton not to make promises he cannot keep ) . All three players yell " Duel ! " Quinton takes the first turn and Special Summon s " Deep - Space Cruiser IX " from his hand by send ing a Machine - Type monster , " Planet Pathfinder " , from his hand to the Graveyard . He follows up with " Hologram Projection " , which lets him Special Summon it as a monster with the same Level , ATK , DEF , Attribute and Type as a monster he controls . Quinton target s " Deep - Space Cruiser IX " for this effect . " Deep - Space Cruiser " is surrounded by green light for a brief moment , then a hologram of it splits away . Yuma exclaims that Quinton has two Level 9 monsters . Quinton overlays his two Level 9 monsters to Xyz Summon " Number 9 : Dyson Sphere " in Attack Position . Scritch exclaims that the monster is huge ( in the dub , Scritch remarks , " The bigger they are , the harder they fall " ) . Quinton says no one can attack on their first turn of a Battle Royal Duel , so he ends his turn ( in the dub , Quinton assures Scritch that no matter how hard he tries , " Dyson Sphere " will not fall , but the Barian will not be as fortunate ) . Kite goes next and Special Summons " Photon Thrasher " by its own effect , since he controls no monsters . He then Normal Summon s " Photon Chargeman " . Kite activates its effect to double its ATK once per turn . He Tribute s his two monsters with 2000 or more ATK to Special Summon " Galaxy - Eyes Photon Dragon " and ends his turn . Scritch says that his opponent ' s ace monsters appeared right from the start . He Normal Summons " Mosquito Force " and activates its effect , which lets him add a " Mosquito Force " from his Deck to his hand . Scritch then activates " " Ninjitsu Art of Mosquito Marching " , which lets him Special Summon two " Mosquito " monsters from his hand ; he Special Summons two copies of " Mosquito Force " . Kite and Quinton grimly note that Scritch has three Level 2 monsters for an Xyz Summon . Scritch overlays his three Level 2 monsters to Xyz Summon " " , which is not visible to everyone present . Quinton says it has 0 ATK , while Kite and Yuma look around for the monster itself ( in the dub , Quinton wonders if the monster disappeared , while Kite asks what Scritch is up to ) . Tori wonders why this can be , but Scritch reminds them that it ' s right in front of them and says that size does not equal power . Featured Duel : Kite Tenjo and Quinton vs . Scritch . The Duel begins with Scritch with 8000 LP and Kite and Quinton with 2000 LP each . Turn 1 : Quinton < br > Quinton activate s the effect of the " Deep - Space Cruiser IX " in his hand , send ing a Machine - Type monster from his hand to the Graveyard to Special Summon it . He sends " Planet Pathfinder " and Special Summons " Deep - Space Cruiser IX " ( 900 / 900 ) in Attack Position . He then activates " Hologram Projection " , which lets him target a monster he control s and Special Summon this card to the Monster Card Zone as a monster with the same name , Attribute , Type , Level , ATK and DEF as that of the target . He targets " Deep - Space Cruiser IX " . Quinton overlays his two Level 9 monsters to Xyz Summon " " ( 2800 / 3000 ) in Attack Position . Turn 2 : Kite < br > As he controls no monsters , Kite Special Summons " Photon Thrasher " ( 2100 / 0 ) from his hand in Attack Position via its own effect . He then Normal Summon s " Photon Chargeman " ( 1000 / 1000 ) and activates its effect , which allows him to double its ATK until his next Standby Phase ( 1000 → 2000 ) , at the cost of it being unable to attack this turn . Kite Tribute s his two monsters with 2000 or more ATK to Special Summon " Galaxy - Eyes Photon Dragon " ( 3000 / 2500 ) from his hand in Attack Position via its own effect . Turn 3 : Scritch < br > Scritch Normal Summons " Mosquito Force " ( 200 / 0 ) and activates its effect , which allows him to add one " Mosquito Force " from his Deck to his hand . He then activates " Ninjitsu Art of Mosquito Marching " which allows him to Special Summon two " Mosquito " monsters from his hand . He Special Summons two copies of " Mosquito Force " ( 200 / 0 each ) via this effect . Scritch overlays his three Level 2 monsters to Xyz Summon " " ( 0 / 0 ) in Attack Position . " Duel continues in the next episode . " Mistakes . The closed captions refer to Scritch by his Japanese name , Kaninja . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .