Kyoji Yagumo Kyoji Yagumo is one of the major antagonists in the " Yu - Gi - Oh ! ZEXAL " manga . He is a Numbers Hunter , and was raised in an orphanage together with Ryoga " Shark " Kamishiro . According to Kazuma Tsukumo , he is the Duelist who has the soul that governs the earth of the Astral World . Design . Appearance . Kyoji ' s pupils are vertical , and his eyes are light brown . He has raised , light blue colored hair with one wick of green colored hair falling over his forehead , and green hair near his neck as well . In the past , his hair was lowered down to his neck and was much shorter , and he wore less extravagant clothing , though it returns to its former style after the defeat of E ' Rah . The embroidery in Kyoji ' s attire is shaped like a spider , and the orbs accentuating his collar resemble its eight eyes . While dueling under the Dark God ' s influence Kyoji no longer wears his D - Gazer tattoo . Instead two dark marks appear underneath his eyes and the white sclera of his eyes become black . Personality . In the past , Kyoji appears to have been very happy , sharing a trophy with the other orphans and Shark . However , even then he also had a dark side , as his determination to win led him to cheat in a Duel tournament ( for which Shark took the blame ) . At some point , Kyoji had a little brother who he claims " died by his own hand , " resulting in his fall from grace and drastic change of outlook . In the present after his influence by E ' Rah Kyoji displays a calm and confident demeanor . However , he is also menacing , ruthless , and extremely cruel , punishing his subordinates with harsh penalty games for failure . During his Duel with Mr . Heartland , he frequently made use of courtroom jargon , saying " objection " when activating traps and calling himself as a " witness . " He later shows himself to be nihilistic , claiming that he believes that the world is deserving of destruction and there is no value in its existence . Abilities . Kyoji can control spiders as he wants , and calls them his " pets " . He can implant small spiders into the hearts of other Duelist s in order to perform a Mind Crush , use spiders for spying and create clones of spiders . He can also build huge spider webs and fly with spider legs growing out of his back . Kyoji has also shown a very unique ability : when a blank " Number " makes contact with a human , it takes form after its owner according to their desires ; however , Kyoji himself claims that he has no " desire " of any sort . This allows him to mold his blank " Numbers " freely in response to his needs , making Kyoji himself unaware of the extent of the power of his " Numbers " . Etymology . " Yagumo " is written with the kanji for " cloud " ( 雲 , " Gumo " ) , which has the same pronunciation of " spider " ( グモ / くも , " Gumo " / " Kumo " ) ; puns involving the two words are very common in Japanese . This could be a reference to Koji Nagumo , who besides having a very similar name , also had the nickname " The Spider " . Biography . History . Kyoji was raised in an orphanage together with Shark . He and Shark were like light and shadow there , but they weren ' t on bad terms . The duo often competed in " Duel Monsters " tournaments , with Kyoji winning every time and Shark coming second , often losing on purpose as he believed Kyoji was the hopes and dreams of the other orphans . Once , both he and Ryoga entered the Duel Monsters Regional Cup . There , Kyoji wanted to steal the Deck of the person who was most likely to win the tournament , but failed , and Shark took the blame for it for the same beliefs that he had previously held . Kyoji later revealed more about his history when Shark asked him what caused him to fall that far . He revealed that his family was an average happy family , but five years prior to the Numbers War , Kyoji and Yuji ' s parents died in an airplane crash . Kyoji ended up in a facility , while Yuji was sent to a foster home . Wanting to meet Yuji again , Kyoji decided to become Duel Champion , so that Yuji would eventually see him again . One year prior to the Numbers War , Kyoji had become Far East Duel Champion . Then , six months prior to the Numbers War , he received an e - mail on his D - Pad from his brother , Yuji , and the brothers finally were able to meet each other once more . Six months prior to the Numbers War , Kyoji felt that something was terribly wrong with his brother , and he even suspected his " brother " of being behind the thefts happening in the Duel tournaments , but didn ' t care too much as long as he was with him . That is until one day , he found out that the Yuji who asked him to lose a Duel on purpose ( as to supposedly boost his popularity with a comeback later on ) was an impostor due to being right - handed , unlike the left - handed Yuji . The impostor confessed to being a juvenile delinquent who looked like his real brother and lived with Yuji after his adopted parents abandoned him when they lost their fortune . He had learned how Yuji was related to an " incredible cash cow " , and wanting the money all for himself , he strangled the boy to take his place . Kyoji , filled with rage , tried doing the same to the impostor , who stopped Kyoji from killing him by saying the real Yuji ' s last words " Help me , big bro " , prompting Kyoji to stop , unable to kill the boy who reminded him so much of his brother . At this moment , a dark miasma enveloped Kyoji , gifting him with " " and 8 blank " Numbers " , convincing him to end the world . Kyoji then proceeded to kill the impostor with his new powers , with no regard for his resemblance to Yuji . Yu - Gi - Oh ! ZEXAL . Kyoji later reappeared when he became a Number Hunter , hired by Mr . Heartland . He supported Dr . Faker ' s plan , stating that it was time this world met its end . At the conclusion of Yuma Tsukumo ' s Duel with Eviluder , Kyoji appeared supported by spider webs , introducing himself to Yuma , Shark and Kaito Tenjo as the commander of the " Number s " collecting operation and that he ' d soon be taking their " Numbers " . He told Eviluder that the moment he became Kyoji ' s subordinate , his " pet " already haunted his heart . Saying he must punish the loser , he uses the spider he had planted in Eviluder ' s heart to perform a Mind Crush . Yuma complains to Kyoji , who tells him he should worry about himself before others . He asks Yuma if he really thought he could survive that fight , the " Numbers War " , against him , Shark and Kaito , and said he is certain to win . Shark asked what he had become and Kyoji replied that Shark ' s gotten rude since last time they met , asking away personal questions already . He then tells him hope and despair are two sides of the same coin - the more hope a person has , the deeper their despair will be . He ends by saying that Shark ' s important to him , and that someday he would teach him what that means . Spider legs then grow from Kyoji ' s back and he flies away . Kyoji anticipated Kaito taking his brother Haruto to safety , so he set up a spider web trap for Kaito . He then contacted his second Numbers Hunter , Hishakaku , and told him it was his turn to go out and hunt the Numbers . Kyoji then appeared to Kaito after he fell for his trap . He was then challenged by Kaito to a Duel , but instead of accepting said challenge , summoned Hishakaku to Duel Kaito . He then spectated their Duel and watched as Hishakaku committed suicide and tried to take Kaito with him . After Hishakaku ' s defeat , Kyoji dispatched his third Numbers Hunter , Shadow to deal with both Kaito Tenjo and Ryoga Kamishiro by allowing both Numbers Hunters to defeat him , allow each of them to take a " Number " from him , and then pit the two against one another . After Shadow ' s failure , Kyoji decided to betray his employers , Dr . Faker and Mr . Heartland . He told Mr . Heartland that he ' ll be following his own plan to destroy the Astral World , which angered Mr . Heartland to the point of them Dueling each other . During the Duel , as Kyoji activated his " Court Battle " card , he claimed that Mr . Heartland was to be prosecuted for his " sins " and that Dr . Faker was already dead . As his and Mr . Heartland ' s Duel continued , he elaborated on his earlier claim by calling " himself " to the stand . He then revealed a clone made up of small spiders ejected by " Deadly Sin " , which he was able to link his vision with . He explains that over the past year , no one had been allowed to see Dr . Faker in person , leading him to suspect something was amiss . He used his spiders to infiltrate Faker ' s lab and found a video recording made by the doctor as part of his research logs . In it , Faker remarked that after one year and fifteen days since he began his attack on Astral World , he had made no progress , and his health was in rapid deterioration . Like his son , Faker was beginning to succumb to his own incurable illness and recognized that he did not have long to live . He claimed his only regret was that without him , no one would be left to cure his youngest son . From this , Kyoji realized that Faker was nothing more than a " pitiful father trying to save his sick son " and his natural death was being used by Heartland . Heartland continued to resist these charges claiming that he had nothing to gain . However , Kyoji explained that Heartland ' s real goal was to steal the valuable limitless energy machine Faker was developing , in order to amass wealth for himself . Thus , Heartland hid Faker ' s death from everyone – even Faker ' s own children . Heartland maintained that Kyoji ' s charges were baseless , and used the effect of his " " to make his monsters deal lethal damage to Kyoji when destroyed . Heartland ' s Mind X - Ray ability revealed Kyoji ' s power Deck as a simple brute force Deck which he felt posed no threat to him and passed the turn to Kyoji . Kyoji then revealed his Rank - Up Spell Card , using it to Summon " " which made short work of Heartland ' s monsters . Heartland reacted in surprise , as that " Number " had not previously existed in Kyoji ' s Deck . He scanned once more , again finding no threats . Heartland responded by Summoning his " " , which failed to destroy " Sarameya . " Heartland then asked Kyoji how exactly he " used " Faker . As Kyoji drew , he explained that Faker had relied on a special medication to prolong his life . Heartland had used his connections with Faker to hack the databases of the pharmaceutical company that made this medication to find other victims to swindle . He called Heartland out as a common con man who made his living by working his way into the confidence of those near the end of their lives to take their fortunes – with 689 victims total . Kyoji then asked Heartland what he promised Faker to gain his confidence ; whether it was that he would take care of Haruto when he died or if the boy would be cured if he did as Heartland said . At this point Heartland revealed his true colors with a menacing grimace , telling Kyoji that he knew too much and couldn ' t be allowed to live . In response , Kyoji revealed a spider on Heartland ' s shoulder that had revealed Heartland ' s " Mind X - Ray " as a dishonest trick made possible via an X - Ray camera . Kyoji then activated " Rank - Up Spider Web " a final time , choosing to Summon a Blank " Number " . He revealed that all " Numbers " take forms that fit the desires of the Duelists who hold them . However Kyoji ' s only desire was to see the world destroyed – a desire he called " a wish as insubstantial as a single spider ' s web drifting on the wind . " Thus all of Kyoji ' s " Numbers " remained blank as long as he held them , only taking form when Summoned in a Duel . His " Numbers " evolved to fit whatever situation Kyoji found himself in – he always has whatever card he needed in a Duel . He then transformed the blank card into " " , which destroyed all of Heartland ' s Defense Position monsters . Kyoji also used the effect of " Court Battle " to win the Duel . Kyoji finally exclaimed that Heartland ' s real sin was not that he had merely deceived the Duelists in Faker ' s employ , but that he had stopped the attacks on Astral World for fear of the destruction of Earth . Kyoji insisted that the world deserved destruction and there was no value in its existence . Another day , Kyoji is seen besides a bed , where Haruto is sleeping . While looking at Haruto , Kyoji remembers about his brother , which causes him to fall on his knees , panting . Later , Kyoji sent a clone of spiders to capture Kaito , who was being looked after by Orbital 7 after falling in Shadow ' s trap . Orbital 7 entered in fight mode and attacked Kyoji ' s clone , but Kyoji used a spider to enter inside Orbital and damage his cables , causing him to stop the attack . Kyoji then took Kaito to Dr . Faker ' s lab , where Kaito woke up and found Dr . Faker ' s corpse . Kyoji then appeared in a huge screen near Kaito . After discussing about Dr . Faker and Mr . Heartland , Kaito asked Kyoji where Haruto is , with Kyoji saying that Haruto was with him . Kaito then challenged him to a Duel , with Kyoji asking if that was a Duel putting Haruto at stake , and saying that it was fine if that was what he wanted . Kyoji showed up from a door in the other side of the room . Kaito asked him where Haruto was ; Kyoji said that he would appear soon , and said that in case Kaito lost the Duel , he would have to cooperate with him obtaining the " Numbers " , but in exchange , if he won , he would be able to see the true Haruto again . Kaito asked " The true Haruto . . . ? " , with Kyoji explaining that was the Haruto he knew , before losing his feelings ; he further explained that Haruto ' s soul was dragged in the Astral World , and that right now he is an empty shell which you can ' t even tell if it ' s dead or alive . Finally , he said that he sympathized with Kaito , regarding the pain and sorrow for losing his small brother . Angry , Kaito yelled that Kyoji knew nothing about his pain , but Kyoji said that he was the only one who did know , and they begin their Duel . Kyoji started and ended his turn by Setting a monster and a card . Kaito quickly Summoned his " Galaxy - Eyes Photon Dragon " by using " Photon Sanctuary " , and equip ped it with " Photon Strike " ; he attacked Kyoji ' s Set monster , " Beetle Gardna " , which was destroyed ; due to the effect of " Photon Strike " , Kyoji took 2000 damage . With the shockwave , spiders fell off from Kyoji ' s face and body , revealing he was actually Haruto . The true Kyoji then showed up from another spot in the room , saying that was the one and only Haruto , that ' s why he told Kaito Haruto would appear soon , and explains that Kaito would be Dueling Haruto instead of Kyoji himself . Kaito tried to talk to Haruto , but he wouldn ' t listen , and entered his turn . Kaito asked Kyoji what he had done to Haruto , with Kyoji saying that he would give him a hint : Haruto could only see Kaito as an enemy right then , and commented that was a pity . He explained that the " empty shell " Haruto wasn ' t even able to recognize his only blood relative , but that if Kaito became his subordinate , he would be able to meet the true Haruto again . Kaito declined , asking who would be crazy to help Kyoji , with Kyoji telling him to fight then , as much as he wanted to . The Duel then went on , with Haruto acting as if he had " burnt " all the memories he had with Kaito . Kyoji explained to Kaito that it seemed all of Haruto ' s beautiful memories had turned ugly , and telling Kaito to go on with his turn . Kaito then manages to pull a victorious combo with " Galaxy Shot " ; Kyoji praises Kaito , noticing that the combo would make him win the Duel , and told him to go on and blow off him and Haruto with his attack ; however , he asked Kaito if he knew what would happen if a " Number " holder lost on a Duel of " Numbers " , and explained that Haruto would vanish from this world along with him . Kaito then fell on his knees saying that he couldn ' t hurt Haruto , and forfeiting the Duel . Kyoji then smiles , saying that Kaito has now become his ally . Kaito asked Kyoji what he planned by forcing him to be his ally , with Kyoji answering that he planned to drag this world into the final festival . With Kaito working for him , Kyoji gathered Yuma , Kaito , Shark and himself in the Heartland New Tower to finish the Numbers War as they were the only remaining " Numbers Hunters " . He arranged a double Duel with Yuma and Kaito in the Red Stadium while he faced Shark in the Blue Stadium . Although Shark quickly Summoned " Bahamut Shark " and " " on his first turn , Kyoji molded " " , which easily took out both monsters and halved Shark ' s Life Points in the process . Kyoji then explained to Shark about the effects of " Lancelot " , saying that it was easy for him to surpass Shark then . Before going on with his turn , Shark asked Kyoji what caused him to fall that far , with Kyoji agreeing , explaining that he did want Shark to know what happened to him . Joking , Shark said that it should be good , and asking if it was hell ; trembling , Kyoji said that yes , it was indeed hell , and explained that his brother died by his own hand . Kyoji then explained to Shark about the history involving him and his brother . Meanwhile , Luna found Haruto stuck in Kyoji ' s device , in the monument of the tower . She asked everyone to stop the Duels , since the device was collecting " Numbers " energy to open the gate to another world ; however , Kyoji explains that the device is also keeping Haruto alive , so should it stop , Haruto would die , forcing Kaito and Yumo to continue their Duel . Yuma ' s friends were eventually able to deliver Haruto from the device with Orbital keeping his body alive using his systems , convincing Kaito to stop the Duel ; however , Kyoji used a dark miasma to take control over him and force him to continue fighting Yuma . Following Yuma ' s victory , Luna urged Shark to stop his Duel with Kyoji as to not cause the device to open a portal to Astral World , with Shark retorting that he needs to destroy Lancelot because of his Duelist pride . Ryoga succeeds with this part , but fell right into Kyoji ' s trap , who activated the effect of " Soul Arena " effect to Special Summon all his Numbers to the field , giving the device the energy necessary to tear open a dimensional portal , stating openly he wants this world to be destroyed . Kyoji , Yuma , Kaito and Shark were all transported to the Ocean of Otherworlds , where they witnessed Earth and Astral world dragged by a black hole to their annihilation . Fortunately , Astral had regained most of his powers , using them to create a giant boulder that sealed the black hole , telling Kyoji the only way to remove said boulder was to defeat him in a Duel . He told the others he didn ' t want to implicate them in Astral World ' s fight , with Kaito and Shark retorting they had a personal score to settle with him ( realizing he never intended to keep his promise of saving Haruto and for the sake of the orphan children who believed in him respectively ) , as well as to save their own world , prompting them and Yuma to join forces with Astral in a four way Duel against Kyoji , who just before the Duel , was engulfed by a dark aura , saying he was the one chosen by the Dark God . In the Battle Royal Duel , Kyoji managed to summon his , pushing the protagonists in corner . He then explains in detail what happened to his brother Yuji ; how he had been murdered and replaced by an imposter that Kyoji was initially unable to kill before gaining his " Numbers " and killing him . Kyoji tries to invoke Kaito ' s sympathy for him by saying he should know how bitter he feels , losing his beloved brother . Kaito retorts by saying that he ' s no longer alone like him , having gained a friend in Yuma , who supported him when he was about to break , declaring he will change his warped future . Kyoji was able to counter Kaito ' s moves and preserve Number 77 , with Yuma starting his turn and declaring how the power of the bonds he formed with Astral , Kaito and Shark will stop him . Combining the power of his two friend ' s aces with " " and " " , he created a combo that would end the Duel in one turn . Before Yuma declares his ultimate attack , Kyoji asks him if he intends to shatter his dream . He replies that he always believed anyone he Duels becomes his friend , including Kyoji , and for that reason , he cannot let him destroy the world no matter his motivations , since he won ' t feel any better , remaining alone and feeling terrible . So he ' ll be ending that twisted dream for his friend ' s own sake , to end his suffering . Kyoji survived the attack , as the darkness possessing him finally faces the heroes personally in its true form , E ' Rah . While trapped inside E ' Rah , Kyoji thinks back to when Ryoga protected him and during his time at the orphanage with him . Kyoji remarks that Ryoga cares more about the children then he ever could and wishes that things can go back to the way they were before . Using his remaining strength Kyoji takes three of his Numbers ( No . 70 , 28 , and 77 ) and sent them to Ryoga , Kaito , and Yuma respectively while turning the cards blank . After E ' Rah ' s defeat , Kyoji returns to life along with Ryoga and Kaito , where he is forgiven by Ryoga . He then watches the final duel between Yuma and Astral alongside the others . Following the events of the manga , Kyoji returns to the orphanage in which he grew up and helps to raise the children there alongside Ryoga . Number Hunting . Prior to the events of the the series , Kyoji came into contact with E ' Rah and acquired " " and eight blank " Number s " . During the Duel with Mr . Heartland , he revealed that he could mold his blank " Numbers " to by sheer force of will , creating " " and " " . After defeating Mr . Heartland , Kyoji procured his " Numbers " ; it is unknown how many " Numbers " Kyoji picked from Mr . Heartland , however , Mr . Heartland was confirmed to have at least two : " " and " " . When Kyoji captured Haruto and set him up to Duel Kaito , he gave Haruto one of his blank " Numbers " , which Haruto molded into " " . Kyoji recovered the card from Haruto at some point before his Duel against Yuma , Shark , and Kaito . When Kyoji Dueled Shark , he was shown molding another blank " Number " , which took the form of " " . After Kyoji forced Kaito to cooperate with him , he gave Kaito another of his blank " Numbers " , which Kaito molded into " " . During his Duel against Yuma , Shark , and Kaito , he was shown molding two more blank " Numbers " in his possession into " " and " " . Later in that Duel , he molded his last blank " Number " into " " . After the Duel was taken over by E ' Rah , Kyoji gave " The Seven Sins " , " Deadly Sin " , " Titanic Moth " to Yuma , Shark , and Kaito respectively , turning them blank in the process . " Deadly Sin " in particular , was given to Shark , who turned it into " " . Kaito received " Titanic Moth " and turned it into " " . Finally , Yuma gained possession of " The Seven Sins " and turned it into " " . After E ' Rah ' s defeat , Astral absorbed all the " Numbers " held by Kyoji . Deck . Kyoji plays a mixed " Spider / Number s " Deck . According to Mr . Heartland ' s Mind X - Ray , Kyoji ' s Deck is very simple and relies only on brute force to win . However , Kyoji ' s true strategy is to constantly Rank - Up his " Number s " , which take form according to Kyoji ' s wish , so that he has the specific counter for every situation . He also utilizes several methods to swarm monsters to easily Xyz Summon .