Yu - Gi - Oh ! ZEXAL - Episode 111 " A World of Chaos : Part 2 " , known as " Time of the End . . . ! Bonds Entrusted to a Friend " in the Japanese version , is the one hundredth and eleventh episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on July 7 , 2013 and in the United States on May 24 , 2014 . Summary . At a balcony on sunset , Yuma complains he is late . Astral asks if this is a supplementary lesson , and Yuma says Mr . Kay taught him something he could not understand . Astral says this must be a supplementary class , then ( in the dub , Astral asks if Yuma got sent to detention again and Yuma denies it , claiming that he stayed a bit longer after everyone went home ) . Yuma exclaims , " Wha ? ! " and laughs nervously . Later , he and Astral are about to Duel , but Astral admits he is glad to meet Yuma . Yuma is taken aback , but Astral says he is entrusting the " Number s " to him . Yuma starts to protest , but Astral thanks him . Yuma sheds a tear and suddenly finds himself back in the Duel against Number 96 . Astral calls out to him and Yuma wonders what he ' s doing here . Astral tells Yuma to get his act together and reminds him that they are in the middle of a Duel . Number 96 asks if Yuma is hallucinating now . Tori asks what ' s wrong with Yuma and Kite says Yuma ' s expression is in the Duel in body , but not in spirit ( in the dub , Kite says the Sphere Field ' s shocks are sapping away Yuma ' s energy ) . From a floating crystal , Vector watches the Duel . He muses that Number 96 is doing whatever he wants out there ( in the dub , Vector calls Yuma a clueless little twerp , thinking he doesn ' t know what he ' s up against ) and notes that it ' s interesting to see the " Chaos Field " inflict pain to both players , calling it an enjoyable sight . Back at the Duel , Astral says the effect of " " negate d the effect of " Swords of Burning Light " ; their next move will be critical . Number 96 takes on a crazed expression and says there will be no next move for his opponents ( in the dub , he says it ' s been fun , but all good things must come to an end ) . He orders " " to attack directly . Shark says this isn ' t good ; a direct attack at 4000 ATK will cause Yuma and Astral to lose . Astral tells Yuma to use the effect of " Gagaga Gardna " in his hand , as a direct attack was declare d , and Yuma does so . As Yuma currently has a monster , " Swords of Burning Light " destroy s itself . Number 96 calls this a useless struggle and decides to continue the attack . " Heraldry Crest of Horror " fires a purple beam from between its horns , but Astral activates the effect of " Gardna " , letting Yuma discard " Bacon Saver " to prevent the destruction of " Gardna " by battle ( Yuma himself discarding the card is cut from the dub ) . A blue bubble surrounds " Gardna " , blocking the attack . Number 96 reminds them that they will still take damage . The attack knocks them back , their LP reduced to 1500 . Tori yells Yuma ' s and Astral ' s names . As they rise , Number 96 says this will not change their destruction and attacks " Gardna " with " " . He activates its effect , detaching a Chaos Overlay Unit to reduce the ATK of " Gardna " to 0 and have it gain the same amount of ATK . Tentacles lance out from the midsection of " Dark Storm " and impale Gardna , draining its ATK in pink energy and giving it to " Dark Storm " , increasing its ATK to 2500 . Yuma counters by activating the effect of " Bacon Saver " in the Graveyard , banishing it to negate the attack . " Bacon Saver " rises from the Graveyard portal and sneezes out its skeleton ( the skeleton is cut from the dub ) . " Dark Storm " releases purple waves from its face and destroys the skeleton instead of " Gardna " . A disgusted Number 96 calls Astral ' s persistence unsightly ( in the dub , Number 96 demands Astral to tell Yuma he will not win ) . Astral affirms that he and Yuma will not lose . Number 96 attacks " Gardna " with " Heart - eartH Chaos Dragon " . " Heart - eartH Chaos Dragon " fires a purple beam from its mouth and destroys " Gardna " . The attack knocks Yuma and Astral into a crystal wall , electrocuting them in the process . Their friends look on in horror . The attack reduces them to 500 LP . Number 96 asks them if they intend to keep fighting with this much LP left . Yuma declares that he will not give up yet . Number 96 calls Yuma a foolish human and activates the effect of " Heart - eartH Chaos Dragon " , gaining LP equal to the damage he inflicted this turn . " Heart - eartH Chaos Dragon " is surrounded in yellow energy and roars . This increases Number 96 ' s LP to 7500 . Kite repeats the value in astonishment , while Yuma exclaims , " No way ! " Number 96 asks Yuma if he understands ; he cannot be defeated ( this exchange is cut from the dub ) . Yuma finally rises to his feet and yells at Number 96 to stop talking nonsense . He slumps forward and insists that he and Astral will not lose , thanks to the power of their bonds . Yuma attempts to yell , " kattobingu " , but falls to the ground in exhaustion . Astral and Tori yell Yuma ' s name , as Number 96 and Vector chuckle at the sight . Astral says Yuma fought well . He tells him to get some rest , but Yuma refuses and tries to get back up . Worried for his friend , Astral decides to take over the Duel for Yuma . His Duel Disk manifests on his arm and the cards in Yuma ' s D - Pad fly to it . Astral says Yuma has a heart that refuses to give up , along with a will to continue moving forward in a straight line without looking back towards those who believe in him ( in the dub , Astral says Number 96 has caused enough harm today ; he will put an end to his reign ) . He adds that whatever form he and Yuma may take , they will always fight together and declares himself as Number 96 ' s new opponent . Number 96 calls what Astral said nonsense ( in the dub , Number 96 is fine with the decision ; Yuma was not much of a challenge anyway ) . He compares it to the Astral World , a fragile world that falls apart when even the smallest amount of malice sneaks in . As proof , he adds that the human and Barian World s are on the verge of destruction . The Numeron Code appears between them and Number 96 affirms that he is the existence equal to a God ( Number 96 ' s views of the three worlds is cut from the dub ) . He vows to destroy Astral right now and activates the Continuous Spell Card , " Number Karma " . If Astral does not control a " Number " monster during his End Phase , he will take 500 damage . Shark exclaims , " Say what ? ! " , while Kite elaborates that if Astral does not Summon a " Number " , he and Yuma will lose . Number 96 Set s a card and ends his turn . Astral thinks that he still has " Number Return " Set . With it , they can Special Summon a " Number " monster from the Graveyard . Currently , " " , " " and " " are in there . Then he realizes that Number 96 may be luring him with " Number Karma " and he has two Set cards ready for whatever may come next . Number 96 asks Astral on what he will do next ( in the dub , Astral has already made up his mind on what monster to Summon ; Number 96 ' s Set cards are cut from the dub ) . Astral starts his turn and reminds himself to keep moving forward without looking back . He then activates " Number Return " . He explains its effect and Number 96 asks what " Number " Astral will bring back . Kite guesses it could be " Heraldry Crest " , while Shark speculates it could be " Heart - eartH Dragon " . Astral decides on neither one and Special Summons " Utopia " instead . The other effect of " Number Return " attaches the other " Numbers " in the Graveyard to " Utopia " as Overlay Units . Number 96 chides Astral for reviving " Utopia " instead of one of the other two more powerful " Numbers " . Yuma wakes up and tells Number 96 that " Utopia " is the first bond he shared with Astral ( in the dub , Yuma says " 39 " is their lucky number ) . No matter how bad the Duel is , " Utopia " is there to give them hope . It was the " Number " that had been fighting alongside them the longest , which is why they believe in it . Number 96 calls them fools and says trust does nothing but provide suspicion , create hatred and cause betrayal ; he will erase these bonds of trust one by one , calling a world without trust an ideal one ( in the dub , Number 96 says if Yuma and Astral were smart , they would forget about trust ; as a result , he relies in no one but himself ) . Yuma regains the strength to rise and calls Number 96 ' s ideal world nonsense . There are many people around the world with different personalities . While they may make mistakes , someone will teach them the right way , which is why people keep their friends close . When one becomes close to a friend , a strength twice or thrice as strong is born ( in the dub , Yuma says having people other than yourself makes everyone better and stronger while making life meaningful ) . Astral reminds Yuma to finish the Duel together with ZEXAL . Yuma agrees and performs the ZEXAL morph with Astral , with their friends watching in awe . During the transformation , Astral chants , " When the souls of two people come together bound by their true bonds , a miracle is handed down ! " ( " When two distant souls become one , the power of ZEXAL is revealed " in the dub ) Number 96 is astonished at the transformation , but tells them it is too late . Yuma tells him that the power of their bonds will beat him down . He declares " Chaos Xyz Evolution ! " and uses " Utopia " as an Overlay Unit to Special Summon " " . Number 96 calls Yuma a fool and activates his face - down " Number Lockdown " ( in the dub , Number 96 tells Yuma that he can change his appearance , but not the fact that he is a horrible Duelist ) . A crystal pillar rises behind Yuma and " Utopia Ray " is chained to it . Number 96 explains its effect : it prevents a " Number " monster from attacking , destroys it at the End Phase and inflicts damage to the opponent equal to its ATK . Shark realizes that Yuma will take 2500 damage . Number 96 says this is the end ( in the dub , he asks his opponents on what they will do next ) . Astral reminds Yuma they still have another move left and Yuma activates " Xyz Treasure " , drawing a card for each Xyz Monster on the field ; he draws four cards since there are four Xyz Monsters . As Yuma ' s palm glows with rainbow - colored energy , Astral chants , " The Duels of the strongest Duelists are inevitable ! Even the draws are decided by the Duelist ! Shining Draw ! " ( in the dub , Yuma recites this chant ) After drawing the cards , he says they will give him victory . He activates one of those cards , " Utopian Hope " , preventing all " Utopi " monsters from being affected by card effects , while negating those that are already affecting them . The crystal behind Yuma cracks , freeing " Utopia Ray " of its bonds . He activates its effect three times , detaching an Overlay Unit to increase its ATK by 500 and decrease the ATK of an opponent ' s monster by 1000 for each Overlay Unit detached . The ATK of " Utopia Ray " increases to 4000 , while Yuma targets " Heraldry Crest of Horror " , its ATK reduced to 1000 . Next , Yuma Normal Summon s " ZW - Sleipnir Mail " . He equips it to " Utopia Ray " , increasing its ATK by 1000 . Both monsters are surrounded by yellow light and combine together ; when the light fades , " Utopia Ray " is shown mounted on " Sleipnir Mail " . Yuma activates " Overtake Summon " , allowing him to detach an Overlay Unit from any monster to Special Summon a Level 4 or less monster from his hand . He detaches the last Overlay Unit from " Dark Storm " and Special Summons " ZW - Asura Strike " . After being Summoned , " Asura Strike " transforms into red energy and into another set of swords as Yuma activates its effect , equipping it to " Utopia Ray " and giving it 1000 more ATK , brining its ATK to 6000 . He adds that " Utopia Ray " can now attack all monsters his opponent controls once each . Number 96 yells " Impossible ! " ( " It attacks all three of my monsters ? ! " in the dub ) , while Kite and Shark say with 7500 LP , Number 96 will be defeated . Yuma attacks " Heart - eartH Chaos Dragon " with " Utopia Ray " , but Number 96 calls Yuma naive and activates " Chaos Alliance " . This changes the ATK of all " Chaos " monsters to the ATK of the monster with the highest ATK . " Dark Storm " has the highest ATK out of Number 96 ' s monsters , so the ATKs of " Heraldry Crest of Horror " and " Heart - eartH Chaos Dragon " become 2500 . Yuma declares " Rising Sun Asura Divider ! " as " Utopia Ray " slashes at " Heart - eartH Chaos Dragon " with its swords , destroying it and dropping Number 96 to 4000 LP . " Utopia Ray " then attacks and destroys " Heraldry Crest of Horror " , reducing Number 96 to 500 LP . A surge of electricity briefly runs through Yuma ' s body and he realizes that " Dark Storm " is the only monster left . Number 96 reminds him of its effect - when it is destroyed by battle , both players take damage equal to its ATK . Yuma says the same trick won ' t work twice , shocking Number 96 . He attacks " Dark Storm " with " Utopia Ray " and activates the effect of " Slepnir Mail " , making the ATK of " Utopia Ray " equal to the ATK of " Dark Storm " . Shark asks if Yuma is aiming for a draw . Yuma continues his attack and succeeds in destroying " Dark Storm " , with " Utopia Ray " going down with it . Number 96 calls this tactic foolish , as Yuma lost his " Number " and " Number Karma " will inflict enough damage for him to lose ( in the dub , Number 96 says he himself will go down as well ) . This time , Astral speaks through Yuma and says Number 96 made a miscalculation ( in the dub , Yuma is the one who speaks , saying this is what Number 96 thinks ) . He activates the effect of " Slepnir Mail " , Special Summoning " Utopia " from the Graveyard when the equipped monster is destroyed . Number 96 yells , " Impossible ! " again and Yuma reasserts that " Utopia " is the bond between him and Astral - it will guide them to victory . In disbelief , Number 96 stutters that he is a God - how can he lose ? Yuma and Astral simultaneously command " Utopia " to attack Number 96 directly with " Rising Sun Ragna Kaiser Slash " . As the attack connects , Number 96 is pitched backward and rolls along the ground . When he stops , his LP hit 0 . After the Duel , Yuma falls to his knees . Tori exclaims that Yuma and Astral won as ZEXAL . As Yuma catches his breath , he asks if they won , while Astral confirms it . From his crystal , Vector is disappointed that Yuma won again . Number 96 is sprawled out on the ground . He mutters that he is a God , yet he lost . Astral asks Yuma if he can stand and Yuma says he can . From the other side of the arena , Number 96 yells , " ASTRAL ! " Everyone else looks at him and he says if Astral will win , he will just take his body anyway . He transforms into a spear of dark energy and aims for the combined Yuma and Astral . Astral tells Yuma to separate and they do so before they get hit . Yuma is thrown back to the ground and Astral takes the hit ; the spear penetrates him through the chest ( Astral being struck by Number 96 is cut from the dub ) . Yuma rushes to Astral ' s aid , but Astral warns him to stay back . The dark energy seeps into Astral ' s body , leaving a dark mark on his heart . Number 96 ' s voice says Astral will not save the Astral World ( in the dub , Number 96 tells Yuma that he cannot help him ; in fact , Astral cannot help himself ) . Astral ' s body takes on the same color scheme it had before Astral and Yuma forcefully did Dark ZEXAL . A dark cloud with Number 96 ' s eyes appears around Astral and Number 96 declares he is still a god ( in the dub , Number 96 does not mention being a god ) . The ground starts to shake and fragments of it start to float and carry Yuma ' s friends . Yuma yells Astral ' s name and Number 96 says he will erase everything , including Yuma and his friends as Astral continues to struggle . Astral thinks things will not go well if this keeps up . With the desire to protect Yuma , Astral concentrates , starting to expel Number 96 from his body . Number 96 ' s cloud vanishes and an explosion rocks the Dueling arena . When it clears , crystal shards start to rain down . Yuma calls out to Astral , who is floating above a large crater and fading in and out . He runs up to him and Astral says Yuma is safe . Yuma calls him an idiot for being reckless and asks why he undid ZEXAL ( in the dub , Yuma exclaims that Astral defeated Number 96 himself , when he should have done it with Yuma ) . Astral replies he did not want Yuma to be dragged into this . Yuma asks why not , because they are friends . Astral replies he did it because Yuma was an irreplaceable friend to him . He had taught him many things over and over , such as to cherish friendships and having the heart to believe in friends . Astral says he and Yuma will part here and entrusts the " Numbers " to him . The crater beneath Astral ' s feet start to glow with a blue light . Yuma asks what Astral means and if he is joking . His eyes start to form tears and he says he can ' t leave Astral . Astral starts to disappear and extends his hand . Yuma extends his hand as well as he yells at Astral not to leave . Astral smiles sadly , thanking Yuma for everything , and disappears completely . Yuma yells his name and the Emperor ' s Key falls off his neck and into the void . A blue light shines from the crater , enveloping everyone present . When it clears , Yuma and the others find themselves back at Heartland City at sunset , back to where they started . Yuma looks around yells for Astral , but he sees Tori sobbing , while Shark and Kite appear equally upset . Yuma pats where the Emperor ' s Key used to be , then yells Astral ' s name in anguish . Featured Duel : Yuma Tsukumo vs . Number 96 . " Duel continues from the previous episode . " Turn 5 : Number 96 " " attack s directly , but Yuma activate s the effect of the " Gagaga Gardna " in his hand as a direct attack was declare d , Special Summon ing it ( 1500 / 2000 ) in Attack Position . As Yuma now control s a monster , " Swords of Burning Light " destroy s itself via its own effect . A replay occurs and " Heraldry Crest of Horror " attacks " Gagaga Gardna " ( Yuma 4000 → 1500 ) , but Yuma activates its effect , discard ing " Bacon Saver " to prevent its destruction by battle . " " attacks " Gagaga Gardna " , with Number 96 activating its effect , detach ing a Chaos Overlay Unit ( " Dark Storm " ORU 2 → 1 ) to decrease the ATK of " Gagaga Gardna " to 0 ( 1500 → 0 ) and increase its own ATK by that value ( " Dark Storm " 1000 → 2500 ) . Yuma activates the effect of the " Bacon Saver " in his Graveyard , banish ing it to prevent the destruction of " Gagaga Gardna " by battle and reduce the Battle Damage to 0 . " " attacks and destroys " Gagaga Gardna " ( Yuma 1500 → 500 ) . Number 96 activates the effect of " Heart - eartH Chaos Dragon " , increasing his LP by the amount of damage Yuma took during this Battle Phase ( Number 96 4000 → 7500 ) . At this point , Yuma collapses and is unable to stand up , so Astral takes his place with the same amount of LP and Deck . Number 96 activates the Continuous Spell Card , " Number Karma " . At the End Phase , if the player does not control a " Number " monster , they will take 500 damage . Number 96 Set s a card . Turn 6 : Yuma / Astral Astral activates his face - down " Number Return " which allows him to Special Summon a " Number " monster from his Graveyard and then attach other " Number " monsters from his Graveyard to it as Overlay Units . He Special Summons " " ( 2500 / 2000 ) and attaches " " and " " ( " Utopia " ORU 0 → 2 ) . Astral and Yuma perform a ZEXAL Morph into ZEXAL II . Yuma performs a Chaos Xyz Evolution , overlaying " Utopia " with its Overlay Units to Special Summon " " ( 2500 / 2000 ) in Attack Position . Number 96 activates his face - down " Number Lockdown " , letting him negate the effects of a " Number " monster , prevent it from attacking and destroy it at the End Phase to inflict damage to his opponent equal to its ATK . He chooses " Utopia Ray " . Yuma activates " Xyz Treasure " , letting him draw a card for each Xyz Monster on the field . He performs a Shining Draw and draws four cards . Yuma activates " Utopian Hope " , preventing " Utopic " monsters from being targeted by card effects and negating any card effects currently targeting them , destroying the cards with those effects . Therefore , " Number Lockdown " is negated and destroyed . Yuma activates the effect of " Utopia Ray " three times , detaching all of its Overlay Units ( " Utopia Ray " ORU 3 → 0 ) to increase its ATK by 500 and decrease the ATK of " Heraldry Crest of Horror " by 1000 for each one detached ( " Utopia Ray " 2500 → 4000 , " Heraldry Crest of Horror " 4000 → 1000 ) . Yuma Normal Summon s " ZW - Sleipnir Mail " ( 1000 / 1000 ) , which can be equip ped to " Number C39 : Utopia Ray " . He equips it to " Utopia Ray " , increasing its ATK by 1000 ( 4000 → 5000 ) . He then activates " Overtake Summon " , letting him detach an Overlay Unit from any monster to Special Summon a Level 4 or lower monster from his hand . He detaches the last Overlay Unit from " Dark Storm " ( " Dark Storm " ORU 1 → 0 ) to Special Summon " ZW - Asura Strike " ( 1000 / 1000 ) , which he can equip to " Number C39 : Utopia Ray " . He equips it to " Utopia Ray " , increasing its ATK by 1000 ( 5000 → 6000 ) . As Yuma declares an attack , Number 96 activates his face - down " Chaos Alliance " , changing the ATK of all " C " monsters he controls to that of the monster he controls with the highest ATK , which is " Dark Storm " ( " Heraldry Crest of Horror " and " Heart - eartH Chaos Dragon " 1000 → 2500 ) . The effect of " Asura Strike " allows " Utopia Ray " to attack all monsters Number 96 controls once each . " Utopia Ray " attacks and destroys both " Heart - eartH Chaos Dragon " ( Number 96 7500 → 4000 ) and " Heraldry Crest of Horror " ( Number 96 4000 → 500 ) . " Utopia Ray " then attacks " Dark Storm " , with Yuma activating the effect of " Sleipnir Mail " , changing the ATK of " Utopia Ray " to that of " Dark Storm " ( 6000 → 2500 ) , destroying both monsters . As the equipped monster was destroyed , the other effect of " Sleipnir Mail " activates , letting Yuma Special Summon a " Number 39 : Utopia " from his Graveyard . He does so ( 2500 / 2000 ) in Attack Position and it attacks directly ( Number 96 500 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .