Yu - Gi - Oh ! ZEXAL - Episode 097 " Sinister Shadows " , known as " Countdown to Defeat ! The Terror of Deck Destruction " in the Japanese version , is the ninety - seventh episode in the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on March 31 , 2013 and in the United States on February 15 , 2014 . Summary . Having just reduced Yuma ' s Deck to three cards with " Vain Betrayer " , Vector asks him why he shouldn ' t be doing his best - none of them will leave the field alive anyway , and all because Vector had lured Yuma there ( in the dub , Vector says that Yuma and his friends are doomed because of Yuma himself ) . Yuma curses at Vector , who further asks him what he ' s hoping to accomplish when he can ' t even lay a hand on him . Yuma slumps as Vector points out that he ' s going to get revenge for him , isn ' t he ? Both of their Life Points are shown , with Yuma standing at 1600 , Vector at 3800 . In the Different Dimension Airship , Caswell says that he can ' t believe that Ray was in fact a Barian . Flip points out that Yuma knew the entire time and kept it from them , and Cathy wonders why he ' d do something like that . Tori , meanwhile , just states that at this rate , Yuma and Astral will . . . ( in the dub , Tori says that Yuma must have had a good reason for doing all this ) . Yuma Sets a card and ends his turn , prompting Vector to remark that he ' ll take the effect of " Sargasso " that he promised him . Lightning strikes Yuma and Astral , reducing them to 1100 Life Points . Vector laughs at the sight , asking if this is what they call " tattered mind and soul ? " He tells them that he ' ll hurt them even more before continuing to cackle ( in the dub , Vector reasserts that each time Yuma plays , " Sargasso " makes him pay ) . Astral comments that they ' ve learned the truth through Vector ' s trap , and he ' s completely toying with them ( in the dub , Astral says that Vector enjoys exploiting human psychology to further his strategy ) . Yuma admits that this is his fault . Astral claims that it was also due to his carelessness ; he intended to use their Barian card as a weapon without considering the risks involved ( in the dub , Astral says that he sensed that something was not right when Yuma started using the Barian cards ) . Yuma tells him to just say it already ; if he hadn ' t talked with Ray , none of this would have happened ( in the dub , Yuma says that if he had told Astral that Ray was a Barian from the beginning , none of this would have happened ) . Astral can only utter Yuma ' s name before Vector agrees - it certainly wasn ' t a good idea to keep that secret from his partner , Astral . At Shark ' s field , Bronk mutters that Vector took advantage of Yuma ' s weakness . Rio adds that it ' s become a vulgar fight ( in the dub , Rio says that deception is what is expected of a Barian ) , while Shark and Kite remain silent ( shots of them are cut from the dub ) . Vector continues , accusing Yuma of being a traitor for choosing their friendship over the one with his partner . Yuma protests that it was because he ' d said it would protect Astral , but Vector remarks that he ' s just making excuses . As Yuma continues to lose his cool , Astral thinks that this isn ' t good , as if this continues , he ' ll be lured into Vector ' s game completely ( in the dub , Astral thinks that as Yuma is being lured into Vectors mind games , he will not listen to him anymore ) . As he wonders what he should do , he feels an uneasiness as if it ' s being generated by a fragment of darkness and wonders what it is . Vector asks them what they ' re spacing out for , and begins his turn ( in the dub , he simply says that they should get back to the Duel ) . He activates " Glorious Numbers " , allowing him to Special Summon a " Number " from his Graveyard if he controls no monsters and draw a card . He Special Summons " " , and comments that it ' s a pity after he ' s only just got " " out , it ' s all been a complete waste of time ( Vector does not make this remark in the dub ) . Astral observes that Vector had even planned ahead to revive his " Number " , and Yuma adds that if this keeps up , " Utopia Ray V " will be destroyed . Vector asks them why he ' d do that , " Utopia Ray V " can ' t attack , use its effects , or even shield them , and as long as it ' s on the field , they ' ll continue to take the damage from " Sargasso " . He tells them that they ' ve gotta enjoy it thoroughly and continues to laugh madly ( Vector ' s , Yuma ' s and Astral ' s comments on " Utopia Ray V " are cut from the dub ) . Instead of attacking , he uses the effect of " Masquerade " , sending the " Spell Recycler " from the top of Yuma ' s Deck to the Graveyard , but preventing " Masquerade " from attacking this turn . He points out that they only have two cards left in their Deck , and when he loses the Duel , he ' ll sink into the darkness of " Sargasso " . He wonders what will happen to Yuma ' s friends as well , causing Yuma to gasp in horror . On the Different Dimension Airship , Yuma ' s friends are horrified . Caswell asks in shock if this means they ' ll be buried in " Sargasso " forever . Cathy and Flip protest as well , but Tori just whispers Yuma ' s name . Vector comments that their frustrated expressions are great - now their worthless human friends will be reduced in number ( in the dub , Vector comments that pretending to be a friend to the humans was fun because of their expressions ) . Yuma is furious that Vector called them worthless ( in the dub , Yuma calls Vector pathetic ) , but Vector just Sets a card to end his turn . Dumon tells Shark that he is coming at him - he activates the effect of " " , detaching an Overlay Unit to negate the effects of " " and halve its ATK . " Star Seraph Sentry " materializes an arrow of light out of one of its Overlay Units and fires it from its bow , striking " Shark Drake " through the chest and reducing it to 1400 ATK . Dumon then declares his attack , and " Sentry " throws a spear of light as it attacks with " Lightning Cluster " , destroying " Shark Drake " and reducing Shark to 1900 Life Points . Bronk yells his name . Mizar also attacks , destroying " Starliege Lord Galaxion " with " ' s " " Tachyon Spiral of Destruction " and reducing Kite to 2000 Life Points . Orbital 7 calls out his master ' s name ( in the dub , Orbital yells , " No ! " ) , and both Shark and Kite land in a crouch . Yuma sees them on two screens , and likewise yells out their names . Vector comments that it ' s pretty pitiful that those idiots followed Yuma around ( in the dub , Vector says that they ' re suffering because of Yuma ) . Yuma curses at Vector again , only for Vector to cackle to himself . Shark activates a Trap Card , " Shark Splash " , which allows him to revive " " , reduce its ATK by 1000 , and then inflict the resulting ATK to Dumon as damage . " Shark Drake " appears and launches its jaw - shaped energy blast , knocking Dumon backwards and reducing him to 2200 Life Points . Bronk and Rio cheer , but Dumon points out that Shark will take damage form " Sargasso " , and Shark is hit by the lightning , reducing him to 1400 Life Points . Bronk is concerned , but Rio reassures him that Shark will tear through Dumon ' s flesh and crush his bones , and make a last second break through his tactics ( in the dub , Rio tells Bronk that Shark knows what he ' s doing - - taking damage was part of his strategy ) . Dumon Sets a card , ending his turn , and Shark begins his own turn . He uses " Shark Drake " as an Overlay Unit , performing a Chaos Xyz Evolution . His body glows purple as " Shark Drake " returns to its sealed form and enters the overlay network , and he declares that " the mightiest fangs awake from an abyss of pitch black darkness " as he Summons " " . Bronk protests that he ' ll take " Sargasso ' s " effect again , and Shark is struck by lightning , lowering his Life Points to 900 . Rio reassures him that that ' s fine , pointing out that when " Shark Drake Veiss " is summoned while Shark has more than 1000 Life Points , it ' s destroyed . By using the effect of " Sargasso " , he was able to keep it on the field . Bronk is shocked that Shark planned that far , and Dumon praises Shark . He always knew that Shark was a man like this , and he makes him think of " that guy " , commenting on Shark ' s savage way of speaking and a straightforward soul that can be felt head on , and conducting an honest and earnest Duel despite this ( in the dub , Dumon observes that underneath Shark ' s recklessness and wild words , he possesses true skill ) . Shark just tells him to save the sleep - talk for his bed ( in the dub , Shark says he isn ' t here to chat ) . Kite begins his turn and activates " Triangle Evolution " , allowing him to use a Level 5 or higher monster he controls as three materials for an Xyz Summon . He chooses " Galaxy - Eyes Photon Dragon " , which splits into three copies and overlays them . Mizar notes the Xyz Summon and speculates what Kite is summoning ( in the dub , Mizar knows what ' s coming ) . Kite brings out " Neo Galaxy - Eyes Photon Dragon " , but he is struck by " Sargasso ' s " lightning and reduced to 1500 Life Points . Orbital exclaims that Kite took the damage from " Sargasso " again . Kite then states " Neo Galaxy Eyes " will lose 1000 ATK due to " Triangle Evolution " . Mizar states that the battlefield has been set up , and he activates his Trap card , " Neutrino Dowsing " ; when Kite Xyz Summons , he can detach an Overlay Unit from a " Galaxy - Eyes " monster on his field , and then send " Rank - Up - Magic Barian ' s Force " to the Graveyard to activate its effect ; Ranking - Up " Tachyon Dragon " and Summoning a " Chaos Number " . Mizar then Summons " " . This time the " Number ' s " sealed form appears , transforming into a golden , three headed form of " Number 107 : Galaxy - Eyes Tachyon Dragon " , with 4500 ATK . Kite grimly observes the " Chaos Number " , remembering the last time it was Summoned ; though the said Duel ended before he got the chance to see it ( Kite ' s observations are cut from the dub ) . Mizar takes damage from " Sargasso " and states that the time has come for their true match , as lightning crackles through the sky . Suddenly , the Different Dimension Airship is dragged backwards . Cathy screams ( Cathy ' s screaming is cut from the dub ) , while Flip appears to have been jolted by electricity and asks what is going on . Caswell , looking at a diagram of the area , cries out that the airship is being sucked in . Tori is shocked , asking what that maelstrom is ( Tori ' s reaction is cut from the dub ) . Yuma and Astral have taken note of the situation , and Vector explains that it happens from time to time - black holes periodically open in Sargasso and draw everything within reach inside them . Yuma is shocked as Vector comments that they go on to become sacrifices in Sargasso . Everyone on board the airship is screaming in terror , much to the shock of Bronk , Rio , Kite and Orbital 7 . As Cathy screams that they have to find the escape route , Tori simply murmurs Yuma ' s name , while he calls out to her in return . Vector asks them if they know where the black hole leads ( in the dub , Vector says he can close the black hole ) . He admits that if he alters the effect of " Sargasso Lightouse " , he may be able to save them , but not without a price . He tells Yuma to hand over all his " Numbers " , and as Yuma repeats the question , comments that Yuma won ' t be able to , because it will mean that his partner , Astral will suffer if he does . He should continue the Duel over his friends in the airship ( in the dub , Yuma did not say anything at this point ; Vector instead continues that if Yuma hands over the " Numbers " , Astral will disappear forever , and if Yuma doesn ' t , his friends will be gone ) . Yuma curses at him , telling the Barian that his opponents are him and Astral ; Tori and the others have nothing to do with this . Vector counters with the statement that he dragged them into this , and laughs as Yuma tries to contain himself . He asks Yuma whether he ' ll save Astral or help his friends , though he can only get one outcome . Yuma wonders what he should do , knowing what will happen to Tori and the others if this keeps up . Astral interrupts , telling him to calm down . Yuma protests that everyone is in danger , ( in the dub , he complains , " That ' s easy for you to say ! " ) and Vector chimes in that Astral sure is cold - they ' re Yuma ' s friends , speaking the last bit in Ray ' s voice ( in the dub , Vector says that Astral doesn ' t care about Yuma ' s friends , speaking the line all in his normal voice ) . Yuma is unable to choose between the two . Astral asks if Yuma doesn ' t get it - this is all Vector ' s plan . Yuma yells at him to shut up , he just wants to save his friends , he wants to save everyone ( in the dub , Yuma adds that there ' s no right answer to this and doubts himself that he can ' t save anyone ) . Vector sadistically adds that the frustrated expression on Yuma ' s face is great ( in the dub , Vector " pities " Yuma for putting so many lives in his hands ) . He bursts out in cackles again , and Tori gets a determined look on her face . Tori contacts Yuma , asking him why he ' s so unsure of himself . She tells him not to worry about them and focus on the Duel with Astral . She states that they didn ' t come there to hold Yuma back , and reminds him that his mission is to protect Astral ( in the dub , Tori adds that they came here to support Yuma ) . Tori tells him to win this Duel . If he believes in the bonds between the friends that he holds so dear , and he isn ' t mistaken about that , he must prove it . She tells him to do " Kattobingu ! " before taking command of the Airship , ordering Flip to the command station , Caswell to the power station , and Cathy to monitor the system status . Orbital 7 ' s voice rings out , telling them to wait just a minute , as he boards the airship through a floor panel , declaring that he is here under " Master Kite ' s " orders , and moves over to the walls , plunging his finger cords into the sockets , granting him access to the Airship ' s systems , while Cathy disables the security , and Caswell activates the main engine . The gears inside the ship begin to turn , and Flip declares a hard - to - starboard turn , as Tori wrenches the wheel across , and they begin to escape the singularity , cheered on by Yuma . The group calls out system updates and Tori calls out that they ' ll definitely make it through this . The Different Dimension Airship aligns itself , and the main engine sends out a pulse of green energy , blasting them away from the black hole , with Tori telling everyone to do " Kattobingu " as electricity crackles through the ship - and by extension , Orbital 7 , still plugged in . Yuma tears up , apologizing for putting them in danger but Shark and Kite interrupt . Shark reminds Yuma that he came to " Sargasso " of his own will , and Kite points out that they owe the Barians for what they did , even if Yuma tried to stop him , he too is here of his own free will . Yuma says his friends names , and Shark points out that if Yuma has time to worry about worthless emotions , he should just do what he came here to do - - defeat Vector . Yuma tells him that he ' ll take care of it . He turns and apologizes to Astral , who lowers to eye level with Yuma , and states " Let ' s win this Duel " ( " Together , we can do this . Victory is ours " in the dub ) . He states that they ' ll do ZEXAL . They begin the process , much to everyone ' s joy , and as they merge together , Vector tells Astral that it ' s time for the final finish . Vector asks if Astral will really become one with Yuma . Does he really believe in him from the bottom of his heart , or is he doubting him deep down ? He reminds Astral that Yuma lied to him , trusting Ray over his own partner , and pointing out the tiny crack of doubt deep down in Astral ' s heart . Astral confusedly remembers Yuma and Ray , and the results of this " friendship " , and is stricken . Vector points out a small crack of darkness in Astral ' s heart , and it ' s about time he accepts it . Astral ' s own voice ( distorted and sounding similar to that of Number 96 ; in the dub , this voice is replaced by a deeper voice ) begins encouraging him to accept the evil , and Vector comments that he ' s been doubting Yuma for a while now , as Astral " remembers " confusedly " that card " , and the Summonings of " Utopia Ray V " and " V Salamander " . He states that within his heart , the grudge he holds , his suspicion is aimed at the one who " betrayed " him , as Astral still confusedly remembers " V Salamander " equipping to " Utopia Ray V " ( in the dub , Vector says that the tiny black spot has grown into a gaping black hole of doubt and anger ) . Yuma is shocked , and Vector claims that Astral doesn ' t even know about the doubt that he holds within his heart , and that he ' s been affected by Yuma ( in the dub , Vector says that Astral ' s heart was pure before Yuma corrupted it with his lies ) . That ' s why even the smallest bit of darkness is enough to be fatal , to pull him into an endless pit of despair . Yuma tells Vector that Astral won ' t lose to something like that ( in the dub , Yuma tells Vector that he knows that Astral can trust him despite what had happened ) , and ZEXAL appears to have succeeded , showing the silhouette of the Morph . Vector wonders if Yuma can pull Astral out of the darkness he ' s been swallowed by ( in the dub , Vector instead wonders if Astral will trust the darkness now ) . Yuma and Astral , still not fully revealed , ask him what he means . Vector asks them if they ' ve forgotten that " Utopia Ray V " is the " power of Barian " and he unleashes a shock wave , causing the ZEXAL Morph to be undone ( in the dub , Vector does not remind the pair of the Barian origins of " Utopia Ray V " , simply yelling that Yuma ' s and Astral ' s bond is no more ) . They are thrown apart , Yuma landing on the ground while Astral spirals through the air as he calls his name . The darkness in Astral ' s heart emerges , and wraps around him . Yuma can only yell Astral ' s name in shock as Astral screams in agony before the darkness engulfs him , expanding into a sphere . The darkness bursts apart to reveal that Astral has been taken over by the darkness . He smirks , and Vector laughs claiming that he ' s completely out of control ( in the dub , Vector comments that Astral has changed ) . Fully taken over by the darkness , Astral moves in closer to Yuma and holding his shoulder , chants " ZEXAL " crazily ( " When two distant souls become one , the power of ZEXAL is revealed " in the dub ) . Yuma can only ask Astral what is wrong with him before Astral surrounds them in a sphere of darkness as Yuma screams ( in the original , Astral repeatedly chants " ZEXAL " , while in the dub , Astral says that his eyes have been opened to the truth ) . Even Vector is shocked by the turn of events , and Tori calls out Yuma and Astral ' s names as the darkness sphere glows with a purple light , before a purple mist floods the surrounding area . As everyone looks on in shock , the mist and the sphere clears , revealing ZEXAL standing before them , but with a darker color scheme and a dark purple aura . The new ZEXAL opens his eyes and looks at Vector with a psychotic smirk . Featured Duels . Yuma Tsukumo vs . Vector . " Duel continues from the previous episode " . Turn 3 : Yuma Yuma Set s a card . At the End Phase , the effect of " Sargasso the Different Dimension Battlefield " activate s , inflicting 500 damage to Yuma as he control s an Xyz Monster ( Yuma 1600 → 1100 ) . Turn 4 : Vector As he controls no monster s , Vector activates " Glorious Numbers " , letting him Special Summon a " Number " monster from his Graveyard and draw a card . He Special Summons " " ( 2700 / 1200 ) in Attack Position . Vector activates the effect of " Masquerade " , send ing the top card of Yuma ' s Deck ( " Spell Recycler " ) to the Graveyard , though " Masquerade " may not attack this turn ( Yuma ' s Deck : 3 → 2 ) . Vector Sets a card . Turn 5 : Yuma Yuma and Astral attempt ZEXAL Morph , but a few words from Vector stops the process and Astral turns dark . Astral uses ZEXAL Morph with Yuma , re - initiating the process , and turning into Dark ZEXAL . " Duel continues in the next episode " . Reginald " Shark " Kastle vs . Dumon . " Duel continues from the previous episode " . Turn 2 : Dumon Dumon activate s the effect of " " , detach ing an Overlay Unit ( " Star Seraph Sentry " ORU 3 → 2 ) to negate the effect of " " and halve its ATK ( 2800 → 1400 ) . " Star Seraph Sentry " attack s and destroy s " Shark Drake " ( Shark 3000 → 1900 ) . As a " Shark " monster was destroyed , Shark activates his face - down " Shark Splash " , Special Summon ing the destroyed monster with its ATK reduced by 1000 and inflicting damage to his opponent equal to the monster ' s current ATK . He Special Summons " Shark Drake " ( 2800 → 1800 / 2100 ) in Attack Position ( Dumon 4000 → 2200 ) and the effect of " Sargasso " activates , inflicting 500 damage to Shark as he Summoned an Xyz Monster ( Shark 1900 → 1400 ) . Dumon Set s a card . Turn 3 : Shark Shark performs a Chaos Xyz Evolution , overlaying " Shark Drake " to Special Summon " " ( 2800 / 2100 ) in Attack Position , taking damage from " Sargasso " ( Shark 1400 → 900 ) as he Summoned an Xyz Monster . As Shark ' s Life Points are 1000 or less , " Shark Drake Veiss " is not destroyed via its own effect . " Duel continues in the next episode " . Kite Tenjo vs . Mizar . " Duel continues from the previous episode " . Turn 2 : Mizar " " attack s and destroy s " Starliege Lord Galaxion " ( Kite 3000 → 2000 ) . Mizar Sets a card . Turn 3 : Kite Kite activate s " Triangle Evolution " , letting him target a Level 5 or higher monster he control s and treat it as three Overlay Units for an Xyz Summon , though the Summoned Xyz Monster will lose 1000 ATK . He targets " Galaxy - Eyes Photon Dragon " and overlays it to Special Summon " Neo Galaxy - Eyes Photon Dragon " ( 4500 → 3500 / 3000 ) in Attack Position . The effect of " Sargasso the Different Dimension Battlefield " activates as he Summoned an Xyz Monster , inflicting 500 damage ( Kite 2000 → 1500 ) . As his opponent Special Summoned an Xyz Monster , Mizar activates his face - down " Neutrino Dowsing " , letting him detach an Overlay Unit from a " Galaxy - Eyes " Xyz Monster he controls and send a Normal Spell Card from his Deck to the Graveyard to activate the effect of that card . He detaches an Overlay Unit from " Tachyon Dragon " ( " Tachyon Dragon " ORU 2 → 1 ) to send " Rank - Up - Magic Barian ' s Force " . Using the effect of " Barian ' s Force " , he Ranks Up " Tachyon Dragon " and performs a Chaos Xyz Evolution to Special Summon " " ( 4500 / 3000 ) in Attack Position . As he Summoned an Xyz Monster , he takes damage from " Sargasso " ( Mizar 3000 → 2500 ) . " Duel continues in the next episode " . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .