Yu - Gi - Oh ! ZEXAL - Episode 040 " About Hart " , known as " The Visitor from Heartland - Haruto " in the Japanese version , is the fortieth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on January 23 , 2012 , and in the United States on December 1 , 2012 . Summary . Yuma narrates how the World Duel Carnival works while clips of Yuma ' s previous Duel s are shown in the background . " The strongest Duelists from all over the world clash during the WDC . One must collect five Heart Piece s in order to enter the Finals . I already got four Heart Pieces ! I ' m definitely making it to the Finals ! " Mr . Heartland then appears as a hologram everywhere in Heartland and says " My dear brave duelists , you ' ve endured the Duel Carnival until the very end . Tomorrow is your last day to compete your Heart Pieces ! Warriors , rest up for now and prepare to assault once again tomorrow ! " Kite then flies through the hologram using Orbital 7 ' s glider form . Mr . Heartland finishes by saying his catchphrase , " Heart Burning ! " . Kite lands and walks into Heartland Tower . Orbital 7 moves in front of him and tells him that he used Photon Mode to Number Hunt too much and warns him not to use it but Kite tells Orbital to stop worrying him and tell him to continue gathering information on the Number s . Orbital 7 then moves out the way . A glowing light then appears on the floor of Hart ' s Bedroom . Kite then appears and asks how Hart is doing , but Hart just says " Brother . . . " . Kite tells him that he is collecting the Numbers for him . Then kneels down to Hart ' s height and puts his hands on Hart ' s shoulder saying that he will cure his sickness very soon and tells him endure it a bit longer . Kite then smiles at Hart . He then walks away but falls down after taking a few steps due to feeling a sudden pain in his body . Hart is concerned about his brother , but Kite assures Hart " It ' s okay . It ' s nothing " . Then the glowing light appears and takes Kite down the same way he came up . Hart then remembers him and his brother trying to escape , Kite running with Hart , Hart crying , Kite giving him caramels , and Kite being shocked by the Heartland police . Hart then get decided and says that he must go . His eyes glow blue and the bands on his arms disintegrate then a sphere appears around him and it grows bigger . The Heartland Police who are watching Hart through a camera are shocked ; the sphere gets becomes bigger and it blinds them and a massive light in a straight line appears on the Hart of the Heartland Tower . Elsewhere , Tori has got a bunch of food including caramels and Ice Cream . She tells Yuma she went so far to support him and tells him to thank her for not abandoning him . Yuma agrees with her and then says quietly that Tori will be very fat soon which angers Tori as she appears in front of him asking what he said causing Yuma to say that he didn ' t mention anything . Then a young boy walks across the road while the cars are still moving , Astral then appears out of Yuma ' s Key and Yuma recognizes him as Kite ' s brother . Yuma then runs into the road and ask him what he is doing , when a pair of lights shine on both of them ; The truck driver then sees them and tries to swerve but he hits the brake . But it ' s still close to hitting them , Hart ' s eyes glow creating a barrier that cuts through the truck . Tori then thinks that Yuma is dead and tears up until Yuma and Hart reveal themselves . Astral tells Yuma to turn around , and when he does so , he sees a massive hole in the truck . Astral thinks it ' s something to do with the young boy and wonders what he is . Hart then looks up at Astral and ask him if he is cold . Yuma gets shocked and wonders if Hart can see Astral . Astral then asks if Hart can see him , and Hart replies saying " Why ? Who are you ? " . Astral then introduces himself by saying his name . Hart then remembers the Astral World being attacked . Astral asks if Hart knows him . Tori then runs overt to Yuma and asks if he ' s okay , Yuma says " About that . . " and looks ahead of him and see ' s Heartland Police cars approaching them . Astral then says " Lets go Yuma ! I want to hear this child out ! " . Yuma , surprised , grabs Hart ' s arm and pulls him along as they start running away . Elsewhere , Nistro and Dextra , along with the Heartland Police , look at Hart ' s room from the camera . Nistro says that he went a put a giant hole in there and tells Dextra to be careful . He then comments on how he is in a surprisingly bold mood , which causes Dextra to ask how he is carefree and reminds him that if Mr . Heartland hears about what happened . Nistro interrupted by saying that she has a point and he doesn ' t want Kite to hear about what happened or he will be angry . Dextra then walks off . Elsewhere , Yuma has took Hart to his house and watches the news . He gets shocked seeing it became huge news and wonders why he brought Hart to his house . Lilly then passes Yuma saying that he make a fuss . Astral then asks Hart where he came from and ask why he knows him . Hart then looks up at Astral and asks him why he isn ' t cold . As Tori serves dinner , Yuma remarks excitedly about what has been prepared as he goes to take a bite . Kari elbows him , causing him to fall over , then tells him to say itadakimasu first ( an expression of gratitude ) . Haru Tsukumo explains that it ' s rude to not do so when they are in front of a guest , and then tells Hart to eat as much as he want . All of them then say " itadakimasu ! " and start eating . Yuma then asks Hart if he is going to eat anything . Astral then shows Hart how to eat it while Yuma and Kari are arguing . Hart then picks up a bowl of rice and some chopsticks and begins eating . Astral then tells Hart to " Ask for seconds " which Hart does . Elsewhere the Heartland police aare looking for Hart in helicopters , being Nistro and Dextra in one . Back at Yuma ' s house it ' s night and Hart sleeps in Yuma ' s hammock , while Yuma and Tori are talking downstairs from Yuma ' s room . Tori wonders where the kid came from , and Yuma says he has no idea and says that he has no way of contacting Kite , and he doesn ' t know where he is . Tori then says that if he meets him , he may end up Duel ing against him . Yuma tells her that what happens happens . Astral then appears and says he has a lot of things he want to ask Hart . He adds that he is sure he knows something about him . Hart then tosses and turns while he ' s asleep , grumbling Kite ' s name addressing him Brother and dreams about them running away before Kite was caught and shocked by the Heartland Police . He then wakes up and says " Brother ! " , and sits up in Yuma ' s hammock . Yuma then says that tomorrow , he will take him but he is interrupted with a bump and climbs the rope to his room only to find the window is open and Hart is gone . Yuma then runs outside searching for Hart . Elsewhere Hart is waking down the street and says " Wait for me , Brother " . Yuma and Tori are run around trying to find him and shouting Hart ' s name over and over . Astral then appears and closes his eyes . He opens them again and flies off with Yuma and Tori following . Yuma looks at the street and all the cars have got holes in them like the hole Hart created in the truck . Yuma then spots him on the bridge and runs after him . They manage to catch up with him and Yuma asks what ' s he doing , Hart says that he must go . Yuma then asks where . Hart replies saying where Kite is . Yuma says that hes looking for Kite . He says that he understands and promise him that he will bring him back to Kite ' s place tomorrow . Yuma then puts his hand on Hart ' s shoulder , Which causes Hart ' s eyes to glow . Yuma backs up and says Tori should back up , Hart then creates a sphere around him and it gets bigger causing a railing and a lamppost to disintegrate . Hart then stops , Causing the sphere to disappear , Then Hart walks on . As Nistro ' s and Dextra ' s helicopter has got a lock on Hart , Nistro then turns the helicopter around and flies straight towards Hart , While Yuma and Tori are following him . A light then shines on Yuma , Tori and Hart , It ' s Nistro and Dextra in the helicopter . Nistro then jumps out of the helicopter , And recognizes Yuma , Nistro then tells Hart that he is going back . Yuma asks where . Nistro then tells him it has nothing to do with them and he grabs Hart and walks him back to the helicopter . Yuma then runs up to Nistro and tell him that Hart doesn ' t look like he wants to go back . Nistro then calls Yuma a persistent brat . He adds that he just going back to Heartland . Hart then remembers Mr . Heartland telling him to go back to Heartland which causes Hart ' s eyes to glow and a sphere appears around him and then he tell Nistro to not get in his way and make another sphere . Dextra then tells Nistro to run as the sphere gets bigger , The helicopters controls go causing Dextra to fly up into the sky , and gets hit and is sent backwards . Dextra regains control and talks into the microphone and asks if Nistro is okay , Nistro says he is and is shocked to see that Yuma and the others have disappeared . Yuma is running with Hart and decides that he will take Hart to Kite , Elsewhere Nistro is back in the helicopter and tells Heartland Police to find them at all costs . Hart , Yuma and Tori walk up the stairs of a building , They have nearly got to the top , Hart says " Brother . . . " and walks ahead of the others . Astral talks to Yuma and they both know what will happen if Kite is on the other side , Yuma then follows Hart , shocking Tori . They make it to the very top , But Kite ' s not there , Hart walks around and asks where is he . He adds that he ' s gone . He describes the size and taste . Yuma then repeats " Small and sweet ? " a helicopter then appears behind them and shines a light on Hart and the others , Hart then see ' s the helicopter and screams . This caused his Dark Energy to activate , and a sphere appeared around him only this time , It turns red . Yuma then realizes that it ' s a different color from before , Astral then wonders what this light is . Astral then flies into it , and touches Hart ' s head . Causing Astral to see Kite and Hart running away from the Heartland Police , Hart starts crying and Kite smiles and tell him that thay should be fine and tells him not to worry . Kite then kneels down to Hart and tells him that he will protect him no matter what . Kite then gets a cube of caramel out of his pocket and says " Here . It ' s called caramel . It ' s got a magical power that makes you feel better . Eat it , Hart " Hart eats it and calms down and says it is delicious and he adds that he feels better . Hart then asks if Kite is fine which Kite replies that he is fine as long as he is doing fine . He adds that he will stay with him forever . Two helicopters then appear behind Kite , Kite stands up and gets caught by the Heartland police . Hart then says that this time , he will . . . As Hart ' s eyes turn red he then shouts " BROTHER ! " sending Yuma and Tori backwards . As the helicopters retreat , Yuma shouts Hart ' s name to try and snap him out of it , Astral then flies to Yuma and says that he is searching for caramel . Yuma asks why does he need caramel for . Astral explains to him that Hart likely came here so Kite could give him caramel . Yuma is shocked , Astral then tells Yuma that it is bad and adds that at this rate Hart ' s Dark Energy will swallow up everything . Yuma then asks what should they do . Yuma then asks Hart why does he want caramel . Yuma then realizes that Tori had some earlier , Tori then gives the caramel to Yuma , Who then walks closer to Hart , And extends his hand and shows him the cube of caramel . Yuma then jumps up and says his catchphrase , " I ' m gonna bring it to ya " ( Kattobingu in the Japanese version ) and jumps on Hart , hugging him , and then tells him he isn ' t alone . Hart stops and says that Kite is always tired because of him . He decides to return the favor by giving Kite caramel . Yuma then gives Hart the caramel as Hart is saying that he wanted him to eat the caramel . Astral then explain Yuma that he saw Hart ' s memories . He says that they were running away from something . When he saw Hart was nervous and sad , Kite gave caramel to him to give him courage . He wanted to do the same for Kite . Another helicopter appears behind Yuma and Tori , and lands in front of them . Yuma then says that Nistro and Dextra refuses to give up and won ' t let them take Hart but Yuma gets surprised seeing it isn ' t Nistro or Dextra , it ' s someone he has never met before - Quinton . Yuma asks who is he . Quinton replies that he will grant Hart his wish . Quinton ' s Crest on his forehead begins to glow , hypnotizing Hart . Hart then walks towards Quinton , As Yuma shouts Hart ' s name . Quinton says that Hart wanted to see him again . Hart and Quinton both walk towards the helicopter , while Yuma shouts . Hart turns around and tell them that his mission is to destroy the Astral World in order to produce more screams . Everybody is shocked . Hart then gets into the helicopter with Quinton . Yuma keeps shouting his name and Astral wonders what on earth is going on as the helicopter flies away .