Yu - Gi - Oh ! ZEXAL - Episode 108 " A Sea of Troubles : Part 1 " , known as " Temptation from the Bottom of the Sea ! Shark ' s Dream - like Memory " in the Japanese version , is the one hundred and eighth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on June 16 , 2013 and in the United States on May 3 , 2014 . Summary . In the Barian World , Rio is fleeing from a castle , clad in a long white dress . She is pursued by the mad prince from the legend in the second set of Number ruins . As she backs away , the cliff behind her fractures and she falls into the abyss , screaming . Suddenly , she wakes up , finding herself on the back of her brother ' s motorcycle . He asks what ' s wrong and if she senses something again . She insists she ' s fine , but wonders why she had that dream again and what exactly it could mean ( in the dub , Rio also wonders who exactly the prince was ) . Later , they join Yuma , Astral and Tori aboard the Different Dimension Airship , where Astral explains they ' ve pipointed the location of the last Number ruins , which contain both the sixth and seventh Mythyrian " Numbers " . He also determines it will contain the legends of the two Barian Emperors that they haven ' t met yet . Shark asks Yuma where Kite has gone and Yuma simply responds that he had to check into some things . Shark speculates its about Mizar and Yuma adds that they still have enough people to go . Astral comments that the two " Number s " are extremely close to one another and Tori wonders if they ' re in the same place ( in the dub , Astral simply says finding the " Numbers " will be easy , while Tori hopes that this is the case ) . Yuma tells them that they have to get these " Numbers " at any cost and that " Yuma Airlines " will take off now as he mans the helm and the ship vanishes through a portal . Somewhere in Heartland City , Dumon meets with Mizar on a rooftop . Mizar has apparently explained his experience at the Number ruins . Dumon asks if Jinlon told him he was once human . Mizar says he did , but clarifies that he has no intention of believing it - he is a proud Barian warrior , he can ' t be a " human insect " ( in the dub , Mizar calls his own legend a " fairy tale " and says he is done hunting the " Mythyrian Numbers " ) . Dumon claims he doesn ' t believe it either , but that he ' s interested in the remaining ruins , since they should contain the legends pertaining to Nash and Marin ( Dumon ' s remark on Nash and Marin is cut from the dub ) . Mizar asks if he believes the legends after all , then . Dumon insists he doesn ' t , but if they can locate Nash and Marin , they could gain an advantage ( in the dub , Dumon adds that regardless of whether Mizar believes in the legends , the " Mythyrian Numbers " are important for protecting the Barian World ) . He adds he can also search for the other " Numbers " there . Back on the airship , Yuma asks if Astral believes that the Barians were once humans . Astral says there is no mistaking what he saw in the memories he recovered from those " Numbers " . Yuma wonders if Astral himself is a similar case . Astral responds that it stands to reason that the Barian and Astral World s should be fairly similar ( Yuma and Astral do not discuss the similarities of the Barian and Astral Worlds in the dub ) . Yuma is confused about what caused them to become Barians and Astral speculates that it has something to do with the legends themselves . Shark approaches them and suggests its a bad idea to investigate into this further - emotions don ' t have a place here ( in the dub , Shark also reminds Yuma about what happened with Ray ) . Yuma asks what Shark ' s reasons for being here are . He responds that the Barians used him and his sister for their own ends - that is reason enough . Yuma insists he forgave Vetrix and Dr . Faker though . Shark clarifies that he did no so such thing ; the two of them simply lost the will to fight him ( Vetrix and Faker are not mentioned in the dub ) . Astral asks if not involving emotions is part of his Dueling philosophy . Shark responds that he fights for his own sake , calling himself a " lone wolf " . Later , the ship flies low above the sea , the waves cresting up and hitting it . Yuma is thrown across the deck as everyone else clings to the consoles . Shark asks Rio if this is where the ruins are . At the navigation console , Rio tells them they ' re right above the ruins . She suddenly stops speaking as she sees a vision in her mind of a blue - skinned figure in a crown , who states " come to me " . Shark asks her what ' s wrong . She insists it ' s nothing as lightning strikes around the ship . Astral recommends they take refuge ( in the dub , Astral suggests they leave the ruins for the time being ) , but Tori examines the readouts on one of the consoles and reveals the ship is losing power . As the ship shuts down , Astral says they will have to stay here , then . Rio hears the voice say " come to me " again . Confused , she turns the others and angrily asks who is calling her . The lights in the airship all go out suddenly and when they come back on , Shark realizes Rio is gone . Yuma points at one of the monitors , which shows her on the ship ' s outside deck , where it ' s raining heavily . Yuma asks why Rio is doing out there and Shark runs out . As they rush outside to get to her , she pitches herself over the edge and plunges into the ocean . Shark immediately follows and the two appear to enter a portal . Yuma and Astral rush after them , but Tori remains on the ship , screaming Yuma ' s name . Sometime later , Yuma , Shark and Astral awaken on a beach of blue sand , crystals jutting out of the ground at certain points . Yuma asks where they are . Astral says he lost consciousness earlier and he doesn ' t know , but that it appears to be a land below the ocean . Looking up , Yuma sees the " sky " , which is the ocean . Shark finds a set of footprints leading away from them and deduces that Rio was here as well . The three move on and eventually come to a temple . Once inside , they are in a huge labyrinth . A bird caws loudly and Yuma ' s attention is drawn to that direction , where he sees two King ' s Coin s lodged in a crack . He determines that the " Numbers " must be here then . Shark explains that Rio has been sensing something for quite some time now and believes that it has led her to this place . Yuma asks if this power had anything to do with the " Numbers " ( in the dub , Yuma hopes that Rio would sense something less spooky ) . Shark suddenly hears the same voice as Rio did , saying " come to me " . He looks to his right and spots a card down one passage in the labyrinth . He takes that route and picks up the card - Rio ' s " Freezing Point " . As he turns back , a wall materializes , separating him from Yuma and Astral , who have yet to notice he ' s gone . Astral says that blindly wandering isn ' t going to get them very far . Yuma explains that no matter how far you go into a maze , there is only one outside wall , so if you follow that wall , you ' ll eventually find your way out . Astral is surprised , but remarks that it ' s a good plan ( in the dub , Yuma recalls reading that if you keep making lefts or rights , you will eventually find your way out ; Astral replies that Yuma isn ' t filled with lefts and rights , only wrongs ) . Yuma asks Shark if they should try that , then . Realizing he ' s gone , they backtrack , but can find no other passages Shark could have gone down . Yuma remarks they haven ' t been in here very long and even the entrance is gone . Astral tells him common sense holds no weight here and that they ' ve actually been wandering the same path over and over , explaining that they ' ve passed the same cracked wall three times now . Yuma tells him not to underestimate the son of an adventurer and attempts to climb over one of the walls instead . He fails , while Astral sees another wall materializing up ahead . All around them , walls materialize , trapping them in a small area . Astral comments that it seems the ruins will impede them at any cost , while Yuma is concerned for Shark . As Shark wanders on , he hears the voice call " come to me again " , while a wall materializes after every doorway he goes through , preventing him from backtracking . Finally , he reaches a flight of stone stairs , which he quickly climbs . He comes upon a smaller steppe pyramid - style temple here . He climbs to the top and finds Rio there , clad in the same garb from her dream . A card appears in front of her and floats to her hand - " " . Shark realizes it ' s a " Number " and Rio is cloaked in a blue aura . She tells him she ' s been waiting . Shark asks who is he speaking to and an armor - clad spirit appears above Rio , introducing himself as Abyss . Realizing the Number ' s spirit has possessed Rio , he asks if he did so just to lead him here . Speaking in a voice that is not her own , Rio says it is Shark ' s destiny to fight him here and that " the one who holds his power " needs to be awaken as the spirit vanishes into Rio ; Rio resumes her normal voice at this point . Shark responds he doesn ' t know what he ' s planning , but he ' ll be his opponent . They set their D - Pad s and Shark dons a Duel Gazer , while Rio ' s left eye glows blue . Back at the airship , Tori is still yelling into the ocean for her friends ( Tori ' s yelling is cut from the dub ) . She hopes they are alright under her breath . A portal appears overhead and a ball of energy flies down to the ship . From it emerges Dumon . Tori remembers who he is and Dumon says her presence here indicates the " Numbers " are nearby . She responds she doesn ' t know anything about that and that everyone jumped overboard . Dumon wonders what could be down there and flies down in his energy ball himself . The Duel begins with Shark taking the first turn . He Normal Summon s " Big Jaws " and then Special Summon s " Shark Stickers " from his hand via its own effect as he has Summoned a Fish - Type monster . He overlays his two Level 3 monsters to Xyz Summon " Black Ray Lancer " in Attack Position . Saying he can ' t attack on the first turn , he Set s a card to end . Abyss is still controlling Rio and begins his turn . He Normal Summons " Gorgonic Golem " , then Special Summons " Gorgonic Gargoyle " from his hand via its own effect as he controls a " Gorgonic " monster . Telling Shark to behold his power , he overlays his two Level 3 monsters to Xyz Summon " Gorgonic Guardian " in Attack Position , who bursts from the ground at the temple ' s bottom . Shark comments that " Black Ray Lancer " has more ATK . Abyss asks if he ' s sure and activate s the effect of " Gorgonic Guardian " , detach ing an Overlay Unit to reduce the ATK of " Black Ray Lancer " to 0 . " Gorgonic Guardian " shots a blue beam from its blue eye , which turns " Black Ray Lancer " to stone and reduces its ATK to 0 . Abyss reveals the other effect of " Gorgonic Guardian " - it will destroy any monster with 0 ATK . Its red eye glows a deeper red and its snake hair tendrils lance through " Black Ray Lancer " with red energy . Abyss orders a direct attack and " Gorgonic Guardian " swats Shark away with its tail , pitching him backwards and reducing his Life Points to 2400 . Abyss Sets a card and ends his turn . As Shark begins to rise to his feet , Abyss speaks in his own voice again , saying Shark cannot hope to defeat him like this . Blue energy emanates from Rio ' s eyes and Shark appears to go through a portal . When he opens his eyes , he sees himself seated on a throne , armed vassals standing at attention in two rows on either side of him . Looking in a nearby mirror , he sees he is clad in golden armor , while a pendent looking identical to the Barian Emblem hangs from his neck . He wonders why he ' s dressed like this and what is going on . Rio enters the room , clad in the same white garb as before and tells him that everyone is waiting . As they go outside to a balcony , they see a huge crowd gathered below . They all cheer for him and Rio specifies that they ' re cheering for their great emperor . Shark wonders whose memories these are . Suddenly a vassal rushes in and tells him of an attack . Shark rides out to meet with his vassals on a horse , as we see a great city built on top of the sea . When he reaches the area his vassals have stood at , he sees a massive fleet of ships coming in . One of the vassals points forward as three " Gorgonic Guardians " rise from the sea depths . They fire beams from their blue eyes , turning vassals to stone . The fleet parts to allow the passage of a massive flagship . Seated on a throne on its deck is Vector ' s past incarnation . One of Shark ' s vassals explains that they ' re being invaded by the Mad Warrior , who has plundered countless nations already . Shark is even more confused now , but the vision ends . Shark wonders what Abyss is planning by showing him this and begins his turn . Knowing " Gorgonic Guardian " will destroy his monsters if he Summons them , he Set s " Skull Kraken " instead and ends his turn , as should " Gorgonic Guardian " attack , neither monster will be destroyed , as " Skull Kraken " has 1600 DEF . Abyss wonders if Shark really thinks this will protect him and activates his face - down " Gorgon Charm " , which flip s " Skull Kraken " face - up . Abyss activates the effect of " Gorgonic Guardian " , detaching an Overlay Unit to turn " Skull Kraken " to stone and reduce its ATK to 0 . The other effect then destroys it . Abyss equip s " Gorgonic Guardian " with " Xyz Unit " , increasing its ATK by 200 times its Rank , giving it 2200 ATK . It attacks directly , glowing with a purple aura and Shark is thrown backwards again as his Life Points drop to just 200 . Meanwhile , Yuma is still wandering the labyrinth . Suddenly , a geyser of water flies down from the air and from it emerges Dumon . Yuma asks what he ' s doing here and Dumon says he followed them . Yuma asks if they should settle things right now , then . Dumon agrees to this , saying that Yuma and Astral are opponents that must be defeated eventually and that he cannot afford to lose any more " Numbers " to them . Featured Duel : Reginald " Shark " Kastle vs . Abyss . Abyss is possessing Rio Kastle . Turn 1 : Shark Shark Normal Summon s " Big Jaws " ( 1800 / 300 ) . As he Normal Summoned a Fish - Type monster , he Special Summon s " Shark Stickers " ( 200 / 1000 ) from his hand in Attack Position via its own effect . He overlays his two Level 3 monsters to Xyz Summon " Black Ray Lancer " ( 2100 / 600 ) in Attack Position . Shark Set s a card . Turn 2 : Abyss Abyss Normal Summons " Gorgonic Golem " ( 1200 / 600 ) . Since he Normal Summoned a " Gorgonic " monster , he Special Summons " Gorgonic Gargoyle " ( 1000 / 800 ) from his hand in Atttack Position via by its own effect . Abyss overlays his two Level 3 monsters to Xyz Summon " Gorgonic Guardian " ( 1600 / 1200 ) in Attack Position . He activates the effect of " Gorgonic Guardian " , detach ing an Overlay Unit ( " Gorgonic Guardian " ORU 2 → 1 ) to negate the effects of " Black Ray Lancer " and reduce its ATK to 0 ( 2100 → 0 ) . While " Gorgonic Guardian " is on the field , any monster with 0 ATK is destroy ed . " Black Ray Lancer " is destroyed by this effect as a result . " Gorgonic Guardian " attacks directly ( Shark 4000 → 2400 ) . Abyss Sets a card . Turn 3 : Shark Shark Sets " Skull Kraken " ( 600 / 1600 ) . Turn 4 : Abyss Abyss activates his face - down " Gorgon Charm " , flip ping Shark ' s Set " Skull Kraken " to face - up Defense Position . He activates the effect of " Gorgonic Guardian " , detaching an Overlay Unit ( " Gorgonic Guardian " ORU 1 → 0 ) to reduce the ATK of " Skull Kraken " to 0 ( 600 → 0 ) and negate its effect . As its ATK is 0 now , the other effect of " Gorgonic Guardian " destroys it . Abyss equip s " Gorgonic Guardian " with " Xyz Unit " , increasing its ATK by a value equal to its Rank times 200 ( 1600 → 2200 ) . " Gorgonic Guardian " attacks directly ( Shark 2400 → 200 ) . " Duel continues in the next episode " . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .