Number 39 : Utopia ( character ) Number 39 : Utopia , known as Numbers 39 : King of Wishes , Hope ( ３９ ホープ , " Nanbāzu Sanjūkyū Kibō ' ō Hōpu " ) in the Japanese version , is a character version of the card , " " . Personality . " Utopia " is the only " Number " that is cooperating with Yuma and Astral by its own free will , proven by the fact that it was the only one who did not side with Number 96 . However , its power will corrupt any other Duelist who uses it as the way other " Number " cards do . He was willing to protect Astral and was very concerned when Yuma was struggling to control " " during Yuma ' s Duel with Shark . He would come out from the Emperor ' s Key to assist Yuma whenever he was in trouble . Biography . Number 39 ' s was the sole " Number " to remain in Astral ' s possession after his memories were lost , a blank card at the time . During Yuma ' s Duel with Shark , the blank card took the form of " Utopia " based on Yuma ' s desires and became his ace monster . Utopia became Yuma ' s favorite " Number " , using it in most of his Duels and refers to him more personally than most of his other monsters , as shown when Yuma screams out of frustration when " Utopia " was defeated by " Black Ray Lancer " . During Yuma ' s Duel with Kaze , Roku notices that " Utopia " has a special power . During Yuma ' s Duel with Fortuno , " Utopia " was given a Chaos form known as " " . While Yuma confronted Dextra and Nistro during the WDC , Number 96 appeared within Emperor ' s Key to confront Astral . Astral asked if he broke the seal , and Number 96 responded by saying that ' s what the " Numbers " wanted to begin with . Astral questioned why the other " Numbers " gave their strength to Number 96 , who responded once more that it ' s what all " Numbers " want - the world ' s destruction . He claimed that Astral also wanted the same . Neither being seemed to notice that although the other numbers ' pillars were all glowing , Utopia ' s remained dark . Astral denied it , but Number 96 pointed out his very presence as proof against that . He told Astral to remember his mission and join the " Numbers " . He assaulted Astral , but was fended off by Utopia , which surprised both of them . Number 96 asked if Utopia meant to stand against them , and concluded that he ' ll just start by absorbing him first . He then continued his assault via the use of his own card . Astral realized Yuma needs help so he ordered Utopia to stop protecting him and go help Yuma . Utopia looks at Astral worried , but decides to obey . Number 96 tried to stop him ; however Utopia managed to escape and go to Yuma . During the Duel , Yuma and Astral , who managed to defeat Number 96 , used " Double or Nothing ! " and " Double Tension " with " Utopia " , which allowed him to use a new attack they called " Rising Sun Supreme Slash " ( " Hope Sword Mars Slash " in the original ) . During Yuma ' s Duel against Shark in the semi - finals , Utopia looked very concerned for Yuma when he struggles to control " " . He is later summoned when Yuma and Astral enter Hart Tenjo ' s consciousness as Vetrix ' s hatred appears in the form of a dark dragon , causing Hart to be in pain . Utopia battles and slays Vetrix ' s hatred , causing Vetrix ' s control over Hart to fade . During the Duel with Fender , Utopia left the key to help Yuma . In the Duel with Number 96 , when Astral revives Utopia , Yuma says that he is the first bond made by him and Astral , and that he is always there to give them hope . Eliphas referred to " Utopia " as an irregular " Number " when Yuma summoned him in their Duel . During Yuma ' s Duel with Don Thousand , Utopia and his four other forms appeared to deliver the " Final Hope Sword Slash " to " " . In Yuma ' s last Duel with Nash , Nash Xyz Summon ed CXyz Barian Hope , who relentlessly used all of the effects of the " Number C10X s " , which in turn , heavily damaged Utopia . When Utopia was revived , all of his other forms appeared for the summoning of " " . His last appearance was in Yuma ' s Duel with Astral , with Astral successfully summoning out five of his forms during his turn .