Kite tributes his Numbers to Special Summon his ace monster, Galaxy-Eyes Photon Dragon, using its special ability to absorb Utopia's Overlay Units and grow stronger. Meanwhile, Mr. Heartland proposes a World Duel Carnival to Dr. Faker in order to draw out the Numbers, and Kite would participate. With both Astral's life and Yuma's soul at stake, Yuma starts to become paralyzed with fear but comes to his senses when he thinks of his father. However, both Yuma and Astral's tactics are seen through by Kite. As Kite is about to win the duel, he stops when he learns that Hart has collapsed from overusing his power and leaves. As time resumes, both Yuma and Astral are left, time going back to normal, getting depressed over their near-defeat.