Yu - Gi - Oh ! ZEXAL - Episode 119 " Mission : Astral World , Part 2 " , known as " Transcendental State ! The Threatening Double Rank - Up ! ! " in the Japanese version , is the one hundredth and ninteenth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on September 1 , 2013 . Summary . Yuma is surprised that Eliphas can perform the Shining Draw . After Eliphas conducts the Shining Draw , he explains that Dueling in the Astral World consists of Shining Draws . Yuma asks if all of the draws in the Astral World are Shining Draws and Eliphas confirms it ( in the dub , Eliphas tells Yuma to tremble before the power of Shining Draw ) . Eliphas activate s the Continuous Spell Card " Rank - Up Advantage " . This lets him draw a card when he Special Summon s an Xyz Monster with a " Rank - Up Magic " card . Also , when the Summoned monster attacks , the effects of the attack target are negated . Eliphas reveals the card he drew with Shining Draw , " Rank - Up - Magic Astral Force " , and activates it . Yuma exclaims , " What ? ! " and Eliphas reveals that he can Rank - Up the monster with the highest Rank by two Ranks . Yuma repeats the effect in disbelief as Eliphas Ranks - Up his " " and declares , " Rank - Up Xyz Evolution ! " to Special Summon " " . Eliphas activates the effect of " Rank - Up Advantage " , as he Special Summoned with a " Rank - Up - Magic " card ; he draws a card with Shining Draw ( the actual draw is cut from the dub ) . He activates the effect of " Apophis " , detach ing an Overlay Unit to decrease the ATK of an opponent ' s monster by 2000 . " Apophis " coils its body around " Utopia " and releases electricity , reducing the latter ' s ATK to 500 . Eliphas attacks " Utopia " with " Apophis " , but Yuma tries to use the effect of " Utopia " to negate the attack . Eliphas calls the effort useless , as " Rank - Up Advantage " negates the attack target ' s effects . Yuma instead activates his face - down " Half Unbreak " to prevent " Utopia " from being destroyed by battle and halving the battle damage he takes . " Apophis " discharges electricity from its body at a protected " Utopia " and Yuma ' s LP are reduced to 3000 . Eliphas Set s a card to end his turn ( in the dub , Eliphas also promises that Yuma will not be so fortunate next time ) . At the hospital in Heartland City , Dumon confronts Shark . He calls him " Reginald " , but corrects himself and calls him " Nash " . Dumon states it ' s time for Nash to awaken . Shark asks , " What ? " and Dumon says it ' s time to get Nash ' s memories back , since they were sleeping in Shark ' s mind . Dumon holds up a Barian Emblem , which gives off a magenta light . To Dumon , Shark is not " Reginald Kastle " , but the leader of the Seven Barian Emperors , Nash . In his mind ' s eye , Shark is taken back to the undersea ruins . Dumon , in his Barian form , states that these ruins are where the original memories of Shark and Rio rest . Rio is still unconscious behind the Barian . Dumon also states that the Barian Emblem originally belonged to Nash . If it did belong to him , it would be certain to reveal the truth ( in the dub , Dumon confirms that Shark is right ; this is where he Dueled Abyss before ) . Dumon urges Shark to remember . Back in the Astral World , Yuma mutters that Eliphas performed two Rank - Ups at once with the Shining Draw ; this must be the Astral World ' s Dueling style . Eliphas states that only those who aim to Rank - Up can achieve this Dueling . This kind of Dueling should be inherited to Astral , but he no longer has the requirements to do so . Yuma says Astral was stubborn like Eliphas in the beginning , but after experiencing many things with him , he changed ( in the dub , Yuma thinks that Eliphas ' strategy has him on the ropes because Eliphas can counter what he does and wonders how he can deal with it . Eliphas says Yuma is getting more panicked as the truth starts to sink in ; there is no chance Yuma will win . Eliphas also feels the Shining Draw guarantees his victory and Astral ' s final fate of being erased ) . Eliphas tells Yuma to look at Astral now . The wound on Astral ' s chest was the scar Yuma gave to Astral in the first place . Yuma remembers what Vector told him at " Sargasso the Different Dimension Battlefield " : the stain that contaminated Astral ' s heart will not go away . Eliphas says in the beginning , Astral ' s wound was nothing but a small scar , but starting from it , his body will eventually get corrupted and Astral ' s heart will die . In a fantasy , cracks from the wound start to spread all over Astral ' s body until Astral disappears ( Yuma ' s memory of Vector is cut from the dub . Eliphas also says the wound will cause Astral to become a former shell of himself . The fantasy also stops at Astral ' s completely black silhouette ) . Yuma insists that this isn ' t the case ; Astral will not die to the poison . Eliphas asks Yuma if he ' s so sure about that and reminds him that everyone in the Astral World is watching the Duel ; he also suggests to Yuma to make himself clear ( in the dub , Eliphas says no one , not even Astral , can overcome the darkness within them ) . Yuma implanted the power of Chaos to the Astral World , thinking he helped Enna and the others , but Eliphas believes Yuma is mistaken . They may look fine for now , but they will eventually be conquered by the power and suffer . To the Astral World residents , the power of Chaos is useless . As Eliphas makes his speech , a crowd of Astral beings gather around the central tower . Yuma retorts that all Eliphas did was run away instead of fighting . To Yuma , if people refuse to fight , they will be weak . Eliphas counters by bringing up the human world . Because of Chaos , people are suffering and commit the same mistakes . Because of this , they are unable to Rank - Up . Yuma disagrees with Eliphas ; even if humans fail and are crushed by their losses , they will never give up and continue the challenge . No matter the situation , people will be able to do " kattobingu " ( Eliphas does not mention the human world in the dub . Yuma brings up " feelin ' the flow " after he mentions helping Enna and the others ) . Eliphas repeats " kattobingu " and calls it " words of Chaos " ( " words of a fool " in the dub ) . He says Kazuma Tsukumo said the same thing . Yuma asks if his father is really in the Astral World . Eliphas says Kazuma ' s arrival in the Astral World was a mistake ( in the dub , Eliphas says he does not know where Kazuma is after Yuma asks him , but Kazuma must be held accountable for his actions ) . He reprogrammed Astral to Earth without authorization and sent him to Yuma . If Kazuma had not betrayed the Astral World , then Astral would not have been contaminated by Chaos . Yuma asks where Kazuma is ( in the dub , Yuma says Kazuma would not have betrayed the Astral World without a good reason ) . Eliphas informs him that he is still alive , but without freedom . Yuma exclaims , " What ' d you say ? ! " and Eliphas replies , " The same goes for them . " ( in the dub , Eliphas says regardless of the reason , the Astral World is suffering due to Kazuma ' s actions ) He extends his hand and an Astralite crystal materializes between both Duelists . Yuma watches in horror as the image of Enna and the Astral residents he helped earlier appear on the crystal . Yuma asks why Eliphas is doing this to Enna and the others ; they have nothing to do with it . Eliphas disagrees ; anyone tainted by the power of Chaos cannot be ignored . Yuma demands to Eliphas to release Enna and the others , but Eliphas refuses , since everything is at stake in this Duel . Enna mutters Yuma ' s name and the crystal vanishes ( a close - up of Enna is cut from the dub ) . Eliphas says that if Yuma manages to win , maybe the Astral World will change their views on Chaos . But it ' s not like Yuma can even defeat Eliphas ( in the dub , Eliphas says he cannot let Yuma harm the people that Eliphas has sworn to protect ) . Yuma insists he will win , since this is a Duel he cannot afford to lose . If Eliphas can do the Shining Draw , so can Yuma . Yuma looks at his hand , trying to do the Shining Draw , but immediately clenches it into a fist in frustration ( Yuma trying to do the Shining Draw is cut from the dub ) . Eliphas calls it a waste of time . The reason why Yuma could perform a Shining Draw is because of Astral ' s power , not his own . Yuma says that even so , his Deck will respond to him , since this is what Duel Monsters is all about ; this is what it means to " kattobingu " . Yuma draws " Rank - Up - Magic Numeron Force " on his turn . He tells Eliphas what ' s coming , to the latter ' s confusion . Yuma states that his Deck will respond to him and this is the card he created with Astral . He activates " Numeron Force " , piquing Eliphas ' interest . Yuma explains the effect of " Numeron Force " : it negates the effects of all face - up cards his opponent controls and Ranks - Up a " Number " into a " Chaos Number " . He overlays " Utopia " and declares " Chaos Xyz Evolution ! " to Special Summon " " . A beacon of light is visible to all of the Astral resident spectators , even at a distance . Eliphas mutters , " The power of Chaos that has threatened this world . . . " Yuma activates the effect of " Utopia Ray Victory " , detaching an Overlay Unit to increase its ATK by the ATK of a monster it battles . He declares , " Victory Charge ! " and " Utopia Ray Victory " gains the 2500 ATK of " Apophis " , up to 5300 . Eliphas repeats the value in a calm manner ( in the dub , Eliphas is upset that Yuma brought Chaos to the Duel ) . Yuma says this is the hope he created with Astral . He attacks and destroys " Apophis " with " Utopia Ray Victory " , declaring , " Rising Sun Double Victory Slash ! " Eliphas braces himself as his LP fall to 1200 . Yuma is satisfied that he destroyed Eliphas ' monster and is about to end his turn , but Eliphas interrupts by activating his Trap Card , " Ascension Spiral " , which banish es an Xyz Monster that was destroyed this turn from the Graveyard to Special Summon another Xyz Monster with 2 Ranks higher than the banished monster from the Extra Deck . He banishes " Apophis , " which emerges from the Graveyard portal as a yellow beam of light and into an Overlay Network , to Special Summon " " . Yuma yells , " Another Rank - Up ? ! " Eliphas says continuous Ranking - Up is what the Astral World desires . Yuma finally ends his turn , with the ATK of " Utopia Ray Victory " returning to normal ( a shot of the ATK of " Utopia Ray Victory " being restored is cut from the dub ) . Eliphas begins his turn and activates the effect of " Astral Force " in his Graveyard . He can add it to his hand at the cost of skipping his normal draw during his Draw Phase . He activates it and overlays " Sebek " to Special Summon " " . Eliphas also draws a card via " Rank - Up Advantage " , performing a Shining Draw as he does so . He draws a second copy of " Astral Force " , surprising Yuma . Eliphas immediately activates " Astral Force " . Yuma knows what ' s coming as Eliphas overlays " Horus " to Special Summon " " . Yuma exclaims " Double Rank - Up , not to mention Rank 12 ? ! " ( in the dub , Yuma is surprised that Eliphas isn ' t quitting and keeps powering up his monsters ) Eliphas performs another Shining Draw via " Rank - Up Advantage " . He activates the effect of " Maahes " , which Special Summons all Overlay Units attached to it as monsters , though they will become Overlay Units again at the End Phase . " Maahes " puts its swords together and its Overlay Units disappear as Eliphas Special Summons " Horus " and " Sebek " . Yuma is shocked that Eliphas Summoned three Xyz Monsters at once . Eliphas activates the Continuous Spell Card " Rank Domination " . Monsters without Ranks cannot attack and each player must attack with their Xyz Monsters in ascending order of their Ranks . He attacks " Utopia Ray Victory " with " Sebek " , but Yuma activates his monster ' s effect , detaching an Overlay Unit to have it gain the 3000 ATK of " Sebek " . This increases the ATK of " Utopia Ray Victory " to 5800 . Eliphas activates the second effect of " Rank Domination " , which decreases the ATK of the battling monster with the lower Rank by 1000 x the difference between Ranks during damage calculation . Since " Utopia Ray Victory " is Rank 5 , while " Sebek " is Rank 8 , the former loses 3000 ATK . " Rank Domination " releases a stream of yellow light at " Utopia Ray Victory " , reducing its ATK to its original value . Yuma is surprised that his monster ' s power was cut . Eliphas orders " Sebek " to grab victory by the teeth . " Sebek " bites " Utopia Ray Victory " on the midsection , causing an explosion and bringing Yuma to 2800 LP . Yuma reveals to Eliphas that only another " Number " monster can destroy " Number " monsters by battle . Eliphas states that in front of the Rank - Up ' s elegant soul , even the " Numbers " are powerless against them . He attacks " Utopia Ray Victory " with " Horus " and activates the effect of " Rank - Up Advantage " to decrease the ATK of " Utopia Ray Victory from 5800 to 800 during damage calculation , as the difference in Ranks is 5 . " Horus " releases two beams of light from its wings and breathes fire from its beak at " Utopia Ray Victory " , blowing Yuma away and bringing him down to his last 100 LP . In the undersea ruins , Shark mutters , " my memories " ( " Barian World ? " in the dub ) while he is confronted by Dumon . Dumon says he had no idea how Shark and Rio ended up on Earth ( in the dub , Dumon addresses Rio as Marin ) . But he needs them now and he wants Shark , who he addresses as " Nash " , to confirm this with his own eyes . Shark takes the emblem , which glows with light again , from Dumon . He is taken back to the memory he saw before , during his Duel with Abyss . From Abyss ' hand , Rio says her soul will cleanse the ocean deity . She jumps off of Abyss and into the whirlpool below . Shark yells her name and the emerges from the whirlpool . Rio ' s voice echoes from somewhere , telling her brother to guide this world ( Rio ' s voice - over is removed in the dub ) . From his ship , Vector is frustrated that Abyss was purified and disappeared . He curses and orders his army to retreat . After Vector ' s forces leave , Shark holds Rio ' s body in his arms ( Rio says her final words to Shark at this point in the dub , which are to lead his people ) . Dumon asks how this could have happened . Shark yells Rio ' s name in anguish . Later , Shark and his army hold a funeral for Rio . Shark admits he couldn ' t protect Rio and wonders if these are really his memories . He recalls a memory of his childhood with Rio and remembers that his memories as Reginald Kastle ended on the car crash . Shark finally comes to terms that he is Nash and those past memories belong to him ( Rio ' s funeral is cut from the dub ) . He decides to fight and leads his army out on a new adventure . Shark says he will not forgive Vector for killing Rio and will avenge her even if it led him to hell . Above Shark ' s army , Dumon flies on his pegasus . Vector ' s fleet of boats is up ahead and Vector orders his army to burn everything to cinders . Fiery arrows are launched between armies and opposing boats and spears clash against each other . Dumon fights his way through the opposing army ' s arrows . Vector yells at his army to reduce everything to ashes , while Shark urges his army to press forward and not falter . The war leaves several boats destroyed , including Vector ' s . Shark orders his army to pursue Vector and promises that he will not get away , no matter where he runs . Shark , Dumon and their army arrive at Vector ' s ruined homeland . Dumon mutters that Vector destroying the very homeland he fled to was cruel ( in the dub , Dumon says Vector knows no mercy and will not stop his destructive ways ) . Ash Shark makes his way through the town , he hears crying from a nearby building , which belongs to a little girl . Shark exclaims , " R - Rio ? ! " In the Astral World , Yuma rises and says he still has LP left . Eliphas asks Yuma why he is still fighting ( in the dub , Eliphas states the tide is near for Yuma to be defeated ) . Yuma replies that he ' s doing it to save Astral . Eliphas tells Yuma to look at Astral again . Because Yuma ' s LP are almost depleted , Astral is on the verge of disappearing . Yuma is in disbelief and says he won ' t let Astral vanish . Eliphas tells Yuma that while Astral ' s existence would indeed disappear if Yuma lost , Astral is capable of resurrection . Yuma is taken aback and Eliphas says Astral ' s current memories will be eliminated and Astral will be loyal to his goal of destroying the Barian World . Yuma cries , " You can ' t . . . ! " and remembers the times he spent with Astral before saying this isn ' t like Astral at all . He chides Eliphas for not understanding the feeling of protecting someone and living for the sake of someone . Eliphas asks Yuma on what he plans to do after getting Astral back . Yuma is confused and the Astral guardian tells him that Astral ' s mission will be over once Astral destroys the Barian World and obtains the Numeron Code . He repeats his question . Yuma still does not have an answer ; Eliphas says that one day , the innocent feeling of wanting to fight with Astral will turn back into the fear of losing him again . This will become a large shackle and Yuma will lose due to it , which is why the concept of Chaos is foolish . Eliphas states he will not entrust the Astral World ' s fate to someone like Yuma ( Eliphas asking Yuma on what he will do after saving Astral is cut from the dub ) . He orders " Maahes " to attack " Utopia Ray Victory " . As " Maahes " charges a beam attack from its mouth , Eliphas activates the effect of " Rank Domination " to reduce the ATK of " Utopia Ray Victory " by 7000 , to 0 , as the difference in Ranks is 7 . Yuma is stunned that his monster is completely powerless ; he only has 100 LP left . Eliphas yells , " Farewell , Yuma Tsukumo ! " ( " That is quite simple : What you will do is lose this Duel ! " in the dub ) and " Maahes " looses its attack . Yuma blames himself for not being able to save Astral , then yells his name . In the human world , Tori senses something in her mind . She wonders about the feeling before realizing that Yuma is in danger . Featured Duel : Eliphas vs . Yuma Tsukumo . " Duel continues from the previous episode . " Turn 3 : Eliphas < br > Eliphas performs a Shining Draw . He then activate s " Rank - Up Advantage " which allows him to draw a card whenever he Special Summon s an Xyz Monster by the effect of a " Rank - Up - Magic " Spell Card . He then activates " Rank - Up - Magic Astral Force " , Double Ranking Up " " and performing a Rank - Up Xyz Evolution to Special Summon " " ( 2500 / 1000 ) in Attack Position . Eliphas draws a card via " Rank - Up Advantage " , performing a Shining Draw . He then activates the effect of " Apophis " , detach ing an Overlay Unit ( " Etheric Apophis " ORU 2 → 1 ) to target a face - up monster his opponent control s and reduce its ATK by 2000 . He targets " Utopia " ( 2500 → 500 ) . He then activates the other effect of " Rank - Up Advantage " , which allows him to negate the effects of his opponent ' s monster that is targeted for an attack by an Xyz Monster Special Summoned by a " Rank - Up - Magic " card . " Apophis " attack s " Utopia " , but Yuma activates his face - down " Half Unbreak " , halving the battle damage and preventing the destruction of " Utopia " by battle ( Yuma 4000 → 3000 ) . Eliphas Set s a card . Turn 4 : Yuma < br > Yuma draws " Rank - Up - Magic Numeron Force " and subsequently activates it , Ranking Up " Utopia " and performing a Chaos Xyz Evolution to Special Summon " ( 2800 / 2500 ) in Attack Position . Due to the effect of " Numeron Force " , the effects of all cards on the field are negated , except for " Utopia Ray Victory " . " Utopia Ray Victory " attacks " Apophis " , with Yuma activating the effect of " Utopia Ray Victory " , detaching an Overlay Unit ( " Utopia Ray Victory " ORU 2 → 1 ) to add the ATK of " Apophis " to its own ( 2800 → 5300 ) . " Apophis " is destroyed ( Eliphas 4000 → 1200 ) . Eliphas activates his face - down " Ascension Spiral " , which allows him to banish an Xyz Monster from his Graveyard that was destroyed this turn and Special Summon an Xyz Monster from his Extra Deck that is two Rank s higher , ignoring the Summoning conditions . Eliphas banishes " Apophis " to Special Summon " " ( 3000 / 2000 ) in Attack Position . Turn 5 : Eliphas < br > As " Astral Force " is in his Graveyard , its effect allows Eliphas to add it to his hand during his Draw Phase instead of conducting his normal draw . He activates it , Double Ranking Up " Sebek " and performing a Rank - Up Xyz Evolution to Special Summon " " ( 3500 / 2500 ) in Attack Position and drawing a card via " Rank - Up Advantage " . He performs a Shining Draw and draws another copy of " Astral Force " . He immediately activates it , Double Ranking Up " Horus " and performing a Rank - Up Xyz Evolution to Special Summon " " ( 4000 / 3000 ) in Attack Position and drawing a card with Shining Draw via " Rank - Up Advantage " . Eliphas activates the effect of " Maahes " , which allows him to Special Summon all Overlay Units attach ed to it to the field , which will return to being Overlay Units at the End Phase and will be destroyed if " Maahes " is . He Special Summons " Sebek " ( 3000 / 2000 ) and " Horus " ( 3500 / 2500 ) ( " Maahes " ORU 2 → 0 ) . He then activates " Rank Domination " , which prevents monsters without Ranks from attacking and forces monsters to attack in numerical order of their Ranks . " Sebek " attacks " Utopia Ray Victory " , but Yuma activates the effect of " Utopia Ray Victory " , detaching an Overlay Unit ( " Utopia Ray Victory " ORU 1 → 0 ) to add the ATK of " Sebek " to its own ( 2800 → 5800 ) and negate the effects of " Sebek " . " Rank Domination " also decreases the ATK of the monster with the lower Rank by the difference between the Ranks times 1000 when two monsters with Ranks battle until the end of the Damage Step , so the ATK of " Utopia Ray Victory " decreases by 3000 ( 5800 → 2800 ) . The attack continues , though " Utopia Ray Victory " is not destroyed by battle since " Sebek " is not a " Number " monster . " Horus " attacks " Utopia Ray Victory " , with " Rank Domination " activating ( " Victory " 5800 → 800 , Yuma 2800 → 100 ) , though " Utopia Ray Victory " is not destroyed by battle as " Horus " is not a " Number " monster . " Maahes " attacks " Utopia Ray Victory " , with " Rank Domination " activating ( " Victory " 5800 → 0 ) . " Duel continues in the the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .