Episode starts with Mr. Heartland speaking with Dr. Faker. Heartland suggests they may have to terminate the Carnival With Kite defeated by Vetrix. Faker tells Heartland to "stop panicking - their plan will work out fine so long as they have the Sphere Field." He orders Heartland to continue with the finals.
Back at the Stadium, Yuma sits on a couch in his dressing room, still in shock that Kite's Numbers was taken by Vetrix. All he wanted to do was save Hart. Astral says that Tron took the memories of Dextra, Hart's power, and others using his crest's power. If they were to defeat him in a Duel, they may be able to destroy that power. Yuma agrees and vows to defeat Vetrix. Bronk, Caswell, Cathy and Flip enter the room. Caswell urges Yuma to do his best and Flip says he has great expectations of him. Cathy insists he must become champion and Bronk calls him the representative of Duelists like them - he can't lose to Vetrix. They all put their hands together in a circle, with Astral joining them. Yuma thanks them all and renews his intention to defeat Tron. He departs down the hallway for the stadium. Behind him, Tori yells his name. As he turns, he barely catches the rice ball she's thrown to him. He thanks her and she tells him to eat it and become champion. Yuma tells her to leave it to him and runs off. Tori muses to herself that even if she tried to stop him, he would go anyway.Then, Heartland announces that just as there is only one sun, there will only be one winner shining in glory when this is done. After countless intense Duels, only two Duelists remain in the first World Duel Carnival. They will face the sun and have one last dash towards shining glory. Both Duelists enter and face each other. Heartland first introduces the tournament's "dark horse", the "mysterious masked Duelist" Tron. Opposing him is the promising "miracle boy", Yuma Tsukumo. The crowd cheers for both Duelists and Heartland tells them to get ready for the Final of the Century. A panel opens on each corner of the platform and Heartland says that the field will be one made by the top technologies available in Heartland - the Sphere Field. From the panels rise four energy projectors as Faker muses that the Sphere Field is unlike any other - it is a simulated version of another dimension. He says Tron and Yuma should feel free to use all the "Numbers" they want, laughing manically. Each projector fires a blast at the center of the platform, which forms into a large yellow sphere, which begins to grow and swallow a large potion of the platform. Yuma backs away, but then goes forwards and dips one of his fingers into the sphere. It passes through and he vanishes in a puff of energy and materializes within the sphere, floating. Tron has done the same and floats upward, giggling. Yuma yells as he almost floats out the sphere, but the walls have become solid now. Tron is impressed that Faker finally finished the Sphere Field. The platform begins to rise and Heartland continues, saying the two strongest Duelists will now be taken to the sky. Cathy is confused as to what the sphere really is and Caswell says it looks to be made of strange energy. Tron giggles and taunts Yuma, saying he did make his way here. Tron says he was once lost in the fissure of the other dimension. He reveals that he considered suicide many times while wandering, but always thought of Yuma's father, who always talked of friends, friendship and never giving up. Faker's betrayal had convinced Tron of the uselessness of friends, but he found Kazuma's mantra of never giving up to be inspiring. Because he did not give up, he was revived with the hope of revenge. The Sphere Field's platform has reached the top of the tower, where it shifts over the platform already present there.
After that, Yuma tells Vetrix that he promised Tres that he will save his family. He says he'll fight with all he has for Tres's sake, so that he can save Vetrix as well. Vetrix asks what Yuma intends to save him from and Yuma responds that it should be obvious - he must wipe the demon called revenge from Vetrix's heart. All for the sake of revenge, Tres, Cinco and Quattro were sacrificed. Vetrix says that in the end, his children were useless and as punishment they have become soulless, empty shells. Yuma asks what he means and Vetrix reveals that the crests he imbued his sons with were directly tied to their souls to give them great power. As a result, if they lose a Duel while wielding a powerful "Number", their souls would be consumed as well. Nevertheless, he adds that he expected them to fail. Yuma is shocked that Vetrix would do that knowing what would happen and Astral wonders if a human with a heart this ugly could truly exist. Yuma asks how Vetrix can even still call himself a father; his sons felt the emptiness of revenge, but Vetrix has not. Vetrix insists that that is the bond between father and son and no matter what he may have done, Faker is the one responsible for all of this. Vetrix asks why Yuma does not wish to cast revenge on Faker as well - it was he that took Kazuma away, after all. Yuma responds that his father wouldn't want him to do that. Vetrix is skeptical and believes that Kazuma has already begun his own revenge and asks Astral if he is correct. Astral does not know what he means and Vetrix says that the fearsome powers residing in the "Numbers" could destroy this world - and Astral is the messenger of revenge sent here to spread them - sent by Kazuma. Yuma does not seem to believe it, while Vetrix speaks to Faker, asking if he is not collecting the "Numbers too". Laughing, Faker appears in the form of his giant hologram, taller even than the tower. The audience, with the exception of Tori, do not seem to know who he is. Faker calls Vetrix "Byron" and says that his child-like appearance did surprise him. Vetrix claims he needs to thank Faker for that and says he will once he's collected Yuma's "Numbers". Yuma tells him to stop joking and says he will defeat both of the "hopeless adults". Faker calls that an intriguing prospect and adds that he looks forward to it. Yuma says he'll show him and tells Astral he'll win.
Finally, Faker's hologram vanishes and Heartland reveals the Dueling rules within the "Sphere Field". It is designed to maximize the power of the "Numbers". Both players may use its effects to overlay two monsters of the same Level in their hands to Special Summon a random "Number" from their Extra Decks, ignoring the Summoning conditions. As a visual, "Goblindbergh" is shown being overlaid with "Ganbara Knight" to bring out "Number 39: Utopia". He adds that a "Number" Summoned this way will be destroyed when it has no Overlay Units. He tells them both to use the "Numbers" - cards that only chosen Duelists can wield - as much as they wish, finishing with "Heart Burning!". Both players arm their D-Pads and Yuma sets his Duel Gazer. Vetrix says he'll go first. He says he'll use the field's effect immediately, overlaying the Level 4 "Heraldic Beast Aberconway" and "Heraldic Beast Eale" in his hand, which briefly appear on the field before being overlaid. Yuma thinks its odd to bring out a "Number" already. Vetrix can't select the "Number" he Summons for himself, but reaches for his Deck case, which glows with golden light. The "Number" randomly selected is "Number 56: Goldrat", who appears in Defense Position. Vetrix end his turn. Yuma is surprised as the the low stats of that "Number". Astral asks Yuma if the power of the "Numbers" could really destroy the world. Yuma tells him not to think about what Vetrix was saying. Astral says he can't help it - he has no memories, so Vetrix could indeed be right. Yuma tells him that he doesn't know why Astral was sent here, but he knows better than anyone that Astral is not an evil person. If the "Numbers" do have that much power, they just must be sure not to give them to scum like Vetrix. He tells Astral he'll leave the "Numbers" to him and urges him to use them for justice. Astral says he understands and that they must use all they have to defeat Vetrix. Yuma suggests they surprise them the secret strategies he believes Astral must be saving for this. Astral replies that he doesn't have anything like that. Despite that, he says Yuma can still rely on him like he usually does - together they can defeat Vetrix. Yuma says he couldn't do it without him. He begins his turn, drawing "Gogogo Golem". He decides to use "Sphere Field" as well. He overlays the Level 4 "Gogogo Golem" and "Gagaga Magician" in his hand. The "Number" Summoned is "Number 12: Crimson Shadow Armor Ninja", who appears in Attack Position. Bronk adds that's a good "Number" and Caswell adds that with that ATK, it can defeat "Goldrat". Tori cheer Yuma on supported by Flip.
Then, Crimson Shadow Armor Ninja goes and attacks and destroys "Goldrat" with Crimson Slash of Moon Shadow and Yuma Sets a card. Vetrix draws and compliments Yuma and Astral in his own mind, but urges them to release more of their power. He believes that the more power they use, the quicker they'll be pushed into a dead end. He overlays another copy of "Abernconway" in his hand with the Level 4 "Heraldic Beast Twin-Head Eagle" in his hand to Special Summon "Number 10: Illumiknight" with "Sphere Field". Yuma says that's Kite's "Number". Tron responds that maybe Kite will still be useful then. This time, Astral tells Yuma not be deceived by Tron's words. Tron activates the effect of "Illumiknight", detaching an Overlay Unit and sending a card in his hand to the Graveyard to draw a card. Then he activates the effect of the "Aberconway" that was detached, banishing it to add the other "Aberconway" in his Graveyard to his hand. He overlays "Aberconway" with the Level 4 "Heraldic Beast Leo" in his hand with "Sphere Field" to Special Summon "Number 30: Acid Golem of Destruction" in Attack Position. Yuma is surprised to see two "Numbers", but Tron says he's not done - he has his "deluxe service" for Yuma. He overlays two copies of the Level 4 "Heraldic Beast Unicorn" in his hand to Special Summon "Number 8: Heraldic King Genome Heriter" in Attack Position. Astral muses that "Genome Heriter" finally appeared. Tron says Yuma should know well that "Genome Heriter" has a variety of effects - and he's activating one right now. He detaches an Overlay Unit to decrease the ATK of "Crimson Shadow Armor Ninja" to 0 and change the ATK of "Genome Heriter" to that original value - though he adds that in this case, the ATK is unchanged, since they both have an original ATK of 2400. The color and and ATK of "Crimson Shadow Armor Ninja" are drained and "Genome Heriter" changes its form. Tron attacks "Crimson Shadow Armor Ninja" with "Genome Heriter". Yuma moves to activate the effect of his monster, but Astral tells him to activate his Trap Card instead. If they use the monster effect first, they won't survive consecutive attacks. Yuma activates his face-down "Half Guard" and Astral says it will prevent the destruction of the monster and switch it to Defense Position. The attack hits and Yuma bounces off the wall of the Sphere Fiel", his Life Points at 1600. Tron orders "Acid Golem" to attack with "Acid Splash". It fires a wave of acid at "Crimson Shadow Armor Ninja", which dissolves. Yuma activates its effect, detaching an Overlay Unit to prevent it from being destroyed by battle. "Illuminknight" attacks, slashing its sword through the head of "Crimson Shadow", but Yuma activates its effect again, saving it from destruction. Tron reminds him that "Sphere Field" will destroy monsters it Summons when they have no Overlay Units. "Crimson Shadow" is hit with electricity and explodes.
Cathy yells Yuma's name, but Caswell says that that trap let him survive. Tron ends his turn. Astral tells Yuma not to give up and show Tron his "kattobingu". Yuma draws and Astral instructs him to Summon a "Number". Yuma agrees and uses "Sphere Field" to overlay the Level 2 "Tasukerton" and "Flelf" in hand to Special Summon "Number 34: Terror-Byte" in Defense Position. Astral tells him to use his Spell Card now. Yuma does so, activating "Xyz Treasure", letting him draw a card for each face-up Xyz Monster. He draws four cards and immediately uses two of them, overlaying the Level 1 "Amarylease" and "Stinging Swordsman" in his hand with "Sphere Field" to Special Summon "Number 17: Leviathan Dragon" in Attack Position. Then, he overlays the Level 3 "Rai Rider" and "Zubaba Knight" in his hand with "Sphere Field". Yuma is excited as this time, as the "Number" randomly Summoned is "Utopia", who appears in Attack Position. Bronk says they are counting on "Utopia" and Cathy adds that they both have three "Numbers" now. Tori silently intones Yuma to do his best. Heartland says both sides have three powerful "Numbers" and wonders who will receive the smile from the "Goddess of Victory". He ends with "Heart Burning!". Astral tells Yuma the real duel is only starting now, with Yuma responding that he understands. Vetrix taunts that he will let them have a good look at his terror. Yuma says he can't wait and vows to win.
The following cards appeared in this episode. Cards in italics debuted here.