Number 39: Utopia stand tall and mighty above the field.

"Heheheheh! Sorry, Yuma, but Utopia, your best monster is now under my control!" Flip said as he laugh, happy that he cause Yuma pain. "And Utopia stays with me as long as it's equipped with "Ultra C"! There's no way you can stop me! Victory will be mine, and so will your precious Utopia card!"

"Ugghh! I can't believe Flip tricked me into this jam!" Yuma said in disbelief as  Baby Tiragon watches Yuma wistfully over its shoulder.

"No, it can't be happening...." Sakura said in disbelief, until she feel a sharp pain in her head as she clutched it as Utopia shines pure gold, and Flip cries out as if badly shocked and falls to his knees, his hat falling off.

"Whoa! You okay?" Yuma asked as Flip shudders, a muscle tic standing out on his temple, glasses glowing opaque white.

"No, Yuma, I'm not okay... I feel much, much better than okay!! " He starts glowing a dark purple, as Yuma and Astral watch on with concern.

"What on earth is going on?" Yuma asked confused as Flip's fallen hat is glowing purple as he crouches on the floor.

"Something... taking... over...! "The fun-sized boy said as he struggle to stay in control of himself. Sakura hear a dark voice entering her mind. "Yes, let the Number take hold...!", before she heard another voice, it wasn't like the dark one

"You must fight it" it call out to her

Flip clenches his hand into a fist as he stand up. "Gaaaaaahhh!!! Aaaahhh!!" His eyes, then the rest of him start to glow bright red.

"Huh?"

"It seems Flip has been infected by a Number." Astral stated 

"By a Number?" Yuma asked, confused, before Flip giggles compulsively. The stylized Number symbol 39 appears glowing on the back of his hand. Astral  is shocked at the sight of it

"Whoa...Thirty-Nine! That's Utopia's number!" He asked as the symbol disappears, as though melting into Flip's skin. "This isn't good...!" He yelled out as  suddenly Astral falls to one knee on the floor, as though drained or weakened by something.

"Astral!" Yuma called out to him

Astral winces, and lines of white light appear around him. "Mmm... my- my body...!" He said as he look over at Sakura as he see her in pain as she hold her head. Yuma froze at the sight before him

"What's going on? What's happening to you? What is wrong with Sakura?" Yuma then gasps, as he  remember something. "You said that in a duel where Number cards are used, the winner absorbs the loser's Number cards. And if I recall correctly, if that happens, it means bad news for Astral" 

He then turn to Sakura as she grunt in pain. "Sakura snapped out of it" but he get no response in return from her

"She can't heard you. Something is trying to take control over her and it look like she is trying to fight back" Astral answer 

"Quit talking to yourself!" Flip snapped as he put his hat back on and spin it

" Huh?" 

 "After all, we have a duel to finish." He remained Yuma 

"I ended my turn" Yuma declared, defeated and in pain as he worried for both Astral and Sakura

"Given up already,Yuma? Lemme show ya how a winner duels! Watch and learn!" Flip said as he draw a card from his deck. "I think I'll start things off with a bang; actually, make that a slash. Utopia, attack Flelf!" Flip commanded as Utopia draws its great big sword and delivers a shattering slash to Yuma's Flelf. Yuma's lifepoints decrease  to 1900.

Flip: 2500 / Yuma: 1900

" Ugh..." Yuma groaned in pain from the attack on him 

"Looks like I've just taken the lead in lifepoints!" Flip declared as he have 4 card in his hand, whilst Yuma have five in his. On Flip field, he has Ultra C, one facedown card, and Utopia on the field, while Yuma has Gagaga Magician and Baby Tiragon on his 

"And, I aim to keep it! I now place a monster facedown in defense mode!" Flip announce as a card materialize infront of him facedown. "There! That's how ya take a turn with some talent! Why don't you try it again?" He taunt the pink and black haired boy 

"Careful whatcha wish for, Flip! Here goes!!" Yuma said as he draw a card from his duel disk as he look at it. "Perfect! This card should get my duel motor runnin'. I summon level-three Rai Rider!" He summon forth onto his field 

Rai Rider is a masked motorcyclist with long, red hair flying out behind his blue helmet, which matches his bike. He speeds up and his stats pop up in his wake along with the dust and exhaust.

Rai Rider ATK: 1200/ DEF: 1400 / Level 3

"Next I activate Gagaga's ability! Which means this card's level can change to a number between one and eight, until the end of the turn! So I'll be changing Gagaga Magician to level three, just like Rai Rider! And you know what that means... I get to overlay Gagaga Magician and Rai Rider!"

Gagaga turn into a burst of purple power as Rai Rider turns and goes into a side-skid, transforming into yellow energy. The two energies dance around each other into the air, and a swirling galaxy of light appears in the center of the field

"Now I'll use this overlay network to summon out..." Yuma exclaimed as the lights swirl into the center then explode. "A mighty Xyz! So say hello to Number Seventeen, Leviathan Dragon!!"

The Number 17 appear as it creates its own dense mauve fog as it appears, then unfolds, eyes glinting red, to become a great big six-winged dragon, that  Yuma obtained from his duel with Shark

Number 17: Leviathan Dragon ATK: 2000/ DEF: 0/ Rank 3

"Ah...! Number Seventeen! So then I guess there are a buncha Numbers." He said as he sported a evil grin on his face. "All the more for me to snatch up! Ah! I activate the trap card, "Traitor Fog"!" He yelled as soon as the trap card activates, the entire field fills with a thick, maroon fog. 

"Whoa. What's going on now? Ah!" Yuma wonder as the fog keep getting thicker and thicker by the second as Flip adjusts his glinting glasses. His plan was working.

"A fog is rolling in. And it's about to roll back your lifepoints, Yuma; because now, I gain control of the monster you just summoned!" 

"Leviathan Dragon! No!" Yuma shouted as Sakura lifted her head up in order to see a malevolent puppet from inside the fog, wielding strings of glowing red, moving Leviathan Dragon like a marionette. Leviathan dragon begins to disappear into the thick, opaque fog, leaving Yuma defenseless

Flip bunches his fists over his own face, snickering with glee; on the back of one fist glows the number 39; on the back of the other number appear. It was the number 17. The purplish glow has tinges of darker black now, and Flip is all but mad with power. 

"Heheheheh, oh yeah!!" Flip laugh out with joy as Leviathan Dragon has reappeared on his field with the dissipating fog.

"Oh, man! Now things are twice as bad for me!" At this poin, Yuma know that he is in big trouble. The egg of glowing white threads that has been forming around the kneeling Astral, begins to solidify itself with rippling sheets of blue-white light, all but hiding him from view. Yuma turn around and gasps.

 "And for Astral, too!"

Sakura turn around as she look at Astral with a worried and painful look on her face. The humanoid figure was wrapped inside a glowing bubble of rippling light. Picking herself up, she ran over to the encased Astral as she kneel beside it. She tried to touch it, only to get a electric shock back at her. She wince in pain due to the impact of it 

"Astral! You okay?! Say something!!" Yuma shouted as he was worried and was full of concern for Astral as Sakura continue to kneel down beside the bubble 

"There he goes talkin' to himself again. Yuma! It's clear you've already lost your mind-- now let's get back to the match so you can lose this duel, too!!" Flip interrupted once more

"You have some nerve. Numbers are so much more than being someone pawn in order to gain power" Sakura replied as Yuma look at her in shock, Flip on the other hand look angrily at the aqua haired girl 

"What is it with you?! Why d'ya gotta be so mean all the time, Flip?!" Yuma asked him

"I'm not mean, the world is!" Flip protested as he continue on, "And I learned it the hard way, Yuma!" The air around his rage glow violet. "Ya see I wasn't always like this! I was once a sap like you!"

"Huh?"

"The story of my life" Sakura mumbled underneath her breath 

"It was way back when I first entered the Duel Monsters world." 

_________________________________________________________

Flip Flashback:

In a park somewhere, several older boys surround a younger one. The one speaking has shoulder-length red hair, a red shirt, and black shorts.

"Hey, Flip. We heard you've started dueling. Would you mind teaching us?" He asked 

 Flip is seen as a young kid is even tinier, wide-eyed and innocent with the same round green glasses and a gaudy red bowtie and brown overalls. "I'd be glad to!" He answered,  happily that he was making friends 

"So what're you putting up?" A male voice ask 

 "Hmm? Whadda you mean, put up?" He nervously asked them. The boy behind Flip who speaks next has a tan cap, blue hair, a brown jacket and jeans.

"He means, which card. The winner of the duel gets a card from the loser!"

"Uh....I dunno?" He asked, unsure as the boy with the red hair turn back to face Flip.

"But'cha do know way more about dueling than us, so there's no way you're gonna lose." He said as the guy next to red hair has slightly less pale skin, brown hair, and an orange shirt and gray jacket, spoke up

"Totally, Flip. You've really got nothing to worry about."

" Uhh..."

The end of Flip Flashback, Present:

"But they were lying! I had plenty to worry about! They knew how to duel!! Still I fell for it over and over again! Soon I had lost almost all of my cards!" Flip said as tear wielded near his eyes as he continued on, "They were nice to my face but mean behind my back! And that's when I decided, I would learn to become the master of the flip side!"

" Sad story..." Yuma said 

"True" Sakura said as she agreed with her friend 

"And so it began! The more I studied the way of the flip side, the more I learned! It applied to everything! And I took advantage! If my enemies were pretending to be nice but were truly mean, I would pretend to be fair but would truly cheat! And it worked! I got all my cards back-- and something I didn't see coming. Respect. Soon, I developed all sorts of different strategies to get what I wanted with my 'flip side' method.And without fail, it always worked! I won at everything; including duels, where winning matters the most!"

"But that's where you're wrong, Flip! Dueling's not just about winning; it's about having fun, and doing the best you can do." Yuma explained

"He's right" Sakura said as she agreed with Yuma 

"You know who says things like that, Yuma? Total losers like you who never win." Flip snapped as Yuma growl at him.  In Yuma's hand contains Half Unbreak, Release Lease, and Ganbara Knight. Baby Tiragon looks up at him woefully

"Yuma! You must protect Baby Tiragon..." Astral speak up, his voice heavy with strain as he is still trapped and weakened from inside the shimmering egg of light as both Yuma and Sakura turn to look at him 

"Huh?"

" It is our only hope..." he said

"Astral-- are you okay?!" Yuma replied as he was worried about Astral wellbeing 

"Protect... Baby Tiragon...!" Astral repeated but he was cut off by Yuma. "But, Baby Tiragon can't defeat a Number monster!" Yuma declared 

"Yuma, you must. Protect Tiragon." Sakura said as Yuma, still unsettled, turns back to the duel. Tiragon still watches him with big, round eyes.

"All right... I'm switching Baby Tiragon into defense mode!" He declared as Baby Tiragon lights up with joy, and leaps and hovers a few circles in the air. "Then I'll place one card facedown and end my turn!" A card materialize infront of him 

Flip's glasses glow white as he glare at the pink and black haired boy. "And it will be the last card that you play. Heheheheheh! 'Cause now it's my turn! And that means you're through!!" Flip announce as he draw a card from his duel disk 

"Now I play Leviathan Dragon's ability! Yahahahaha!! And now, Yuma, by using up one of its overlay units, Leviathan gains five hundred attack points!" He said as  Leviathan Dragon chomps one of its overlays and its points rise to 2500.

Leviathan Dragon ATK: 2500 / DEF: 0 / Rank 3

"Next I'm going to do a flip summon!" He said

"What's a flip summon?" Yuma asked him

"Seriously, you have to ask. Didn't you?" Sakura said 

"I thought we'd been over this, Yuma! I can turn a monster that's facedown and in defense mode face up.... oh, and I can make it change into attack mode as well." Flip said. "See for yourself! Rise, Flipangatan!" He said as he summon forth a monster

Flipangatan ATK: 800/ DEF: 1600/ Level 4

Flipangatan is a zombie ape with skeletal hands, feet, and face, but an orangutan's orange fur, swinging from a bar that hangs in midair, made of bones.

"Now, to use Flipangatan's flip effect! It switches your monster from defense mode to attack mode! " Flipangatan let out a roar as it knocks Baby Tiragon backward; it lands painfully, dazed, switching back to attack mode

"Oh no! So much for protecting Baby Tiragon!" Yuma said 

"Now go! Make that baby go boom, Leviathan Dragon! Sonic Shredding Stream!" Flip commanded as Leviathan Dragon was about to attack 

" I activate the trap, "Half Unbreak"! But it gives me a big break, ‘cause now one monster on my field can’t be destroyed this turn! Also, the damage from your attack is cut in half!" As Yuma spoke, Baby Tiragon was enclosed in one of the bubbles that dispersed from Yuma’s card. Leviathan Dragon’s attack arcs up toward the chandelier on the ceiling, shaped like a rough, spiky outcropping of crystal; it explodes and rains down in shards, and Yuma weathers the effects of the blast. His lifepoints have now decreased to 1100.

Flip: 2500 / Yuma: 1100 

"So your trap protects you from full damage. But if you recall, Utopia has twenty-five hundred pounding attack points! So this attack is still gonna pack a heavy punch!" Flip told him as Yuma look annoyed 

"So let ‘im have it, Utopia!" Flip commanded as Baby Tiragon watches the oncoming attack from within its protective bubble, mouth agape in ingenuous awe. Utopia brings down its flashing golden sword, and the air around Tiragon’s bubble explodes, knocking Yuma backward off his feet. His lifepoints now at 300.

"Aaaaahhh!!!" He yelled out in pain

Flip: 2500 / Yuma: 300

The smoke-filled air around Yuma’s side of the field is crackling.

"But I’m not done yet! I’m now activating the spell card “Book of Flip”! With this card, I can now flip Flipangatan facedown!" Flip said as Flipangatan disappears from the field as it returns to its anonymous facedown set position. "Which means I can use its special ability again!"

Baby Tiragon is still cowering inside its magic bubble.

"So if I switch Baby Tiragon to defense mode, if Flip attacks, Flipangatan’s special ability will change it back to attack mode!" He thought to himself as Baby Tiragon watches Yuma anxiously over its shoulder. 

"I’ll be in big trouble." Yuma said as Sakura let out a sigh 

"Bingo.Also, you only have three hundred lifepoints left! Which means, as soon as it becomes my turn again, I’ll be able to take you out for good. And take your Utopia." Flip said 

"This is bad!"

"Yuma! Sakura!" They both look to see Tori and Bronk run into view.

"Tori! Bronk!" Yuma exclaimed 

"Yuma, what’s happening?" Tori asked 

"I’ll tell you what’s happening. I’m about to beat your buddy!" Flip answer as the newly arrival take in the duel, including the fact that Flip has 2500 lifepoints to Yuma's 300.

"Whoa, Flip's winning by a ton." Tori commented on  the duel

"Yeah, and why're Utopia an' Leviathan on his field, those're Yuma's monsters! And Sakura, why are you on the floor?" Bronk said as the aqua haired girl look at him sadly 

"It Astral. Yuma loosing him" She told the duo as they look worried as Flip is still glowing purplish-black colour

"They were his! 'Til I snatched 'em from 'im!" Flip said as he commented on both Yuma numbers card

" It's my turn, but I only have three hundred lifepoints left. I've gotta protect 'em! Here goes! I draw!" Yuma said as he draw a card from his deck 

"Huhahahahaha! By your expression, I'd say you didn't get the card you wanted!" Flip taunt the latter

"Yuma..." Tori said anxiously worried for him

"Well, don't blame your duel deck too much! After all, I doubt you could do much with any card at this point...what with the useless Xyz monster that you have out on your field, its points are a joke!" Flip as  Baby Tiragon looks angry, offended, then opens its little mouth and wails with indignation, 900 attack points and all... then hangs its fluffy little head in sorrow, as Flip speaks.

Yuma's starting to sweat, but he's not about to admit that he's toast. "Points don't make the monster! ... Ah!" He quickly remember Astral word 

"Protect Tiragon."

Yuma looks back toward the immobilized Astral. "Wait....I wonder if Astral meant...oh! Of course! He wanted me to protect Tiragon for its ability, not its defense points!" He said as he look at the Stinging Swordsman card in his hand. "A great ability is the flip side of lots a' weak monsters. And now-- get ready, Tiragon!"

At the sound of it name, Baby Tiragon perks up, and looks over its shoulder wonderingly at Yuma. "I summon, Stinging Swordsman" a warrior armed with a very sharp needle appear on the field 

Stinging Swordsman ATK: 300/ DEF: 600/ Level 1

"Only three hundred attack points? That monster can't possibly hurt me!" Flip said 

" I wouldn't be so sure! An' would you like to know why, Flip? 'Cause Baby Tiragon's not so useless." At this statement, Baby Tiragon squares its tiny shoulders, ready to prove to its former master that it's no throwaway. 

"And 'cause I'm feelin' the flow! Baby Tiragon, by using your overlay unit, my level-one monster, Stinging Swordsman, can attack Flip directly!" Baby Tiragon swallows one of it's overlays and holds its breath, glowing bright gold. "So now....let's do it!!"

Stinging Swordsman, a monster tiny enough that it could sit in one of Baby Tiragon's big pointy ears, sits on Tiragon's back and hangs on tight, needle raised. Baby Tiragon runs through the air, across the field to Flip.

"Excuse me if I don't go running for the hills, but three hundred points of damage isn't exactly flinch-worthy!" He said as Stinging Swordsman stands on Baby Tiragon's head, needle held like a spear or javelin, and dramatically stabs right into Flip's hand. He calmly blocks the two monsters with the palm of his hand, letting them scramble against thin air. Flip's lifepoints take the tiny hit, as it decrease to  2200.

Flip: 2200 / Yuma: 300

"Oh, yeah? Try this. I play Stinging Swordsman's ability!" Yuma shouted as Stinging Swordsman leaps from Tiragon's back, spinning in the air. "Slash Hurricane!"  A powerful wind begins to blow as everyone shields themself from it

"Slash Hurricane?!" Flip asked

"Ya see, Flip, when Stinging Swordsman successfully deals you damage, then all spells and trap cards on your field return to your hand" Yuma explain Stinging Swordsman ability 

 "All of them?!" Flip asked in disbelief 

"Bingo! And if the cards that snatched Utopia and Leviathan Dragon return to your hand, then Utopia and Leviathan Dragon return to me!" Yuma said at the same moment, Utopia and Leviathan Dragon shatter in the Smash Hurricane. Traitor Fog and Ultra C return to Flip's hand, giving him five cards.

"Oh, please, you can't do this to me!" Flip cries out, as though shocked, as he falls to his knees, his hat falling of his head

"Aaa-ugh..." Flip cried out loud in pain as both of the symbols of Numbers 39 and 17 vanish from the back of each hand. Both Utopia and Leviathan Dragon switch back over to Yuma's field as Flip cowers on the floor, humbled

"Yeah! Welcome home, you two!" Sakura smile in relief and joy before she stand up 

 The bubble containing Astral glow brighter, a brilliant flash of light broke the bubble as Astral is set free. He slowly stands, too bright to be seen. Yuma stares into the light, awed. It fades back to Astral's normal glow.

 "Astral? Y-you okay?" Yuma asked him

 "Not yet." Astral answered, quietly  

"Huh?!"

"Go, Leviathan! Attack that facedown card!" He commanded 

"Rrrgg ghhh! No, it's my duel, don't go!" Yuma said as he pauses, not before he let out a then smile. "Then again, that's a pretty good call! Leviathan Dragon .... attack Flip's facedown card!" Sakura shook her head as she let out a small chuckle at the pair as Flipangatan turns over when it attacked.

Flipangatan ATK: 800/ DEF: 1600 / Level 4

"Whaaaa?"

"Go, Sonic Shredding Stream!!" Yuma shouted as Leviathan Dragon destroys Flipangatan, rendering Flip defenseless 

" All right!!" Toricheered on for her friend 

"Flip doesn't have any monsters left on the field now!" Bronk commented as Yuma manage to turn the duel around in his favor 

"Yeah. Teach him a lesson" Sakura said as she cheered on for her friend 

Sensing that hw is in trouble,Flip stumbles back a few steps. "Huh? Wh-wha...?"

"Utopia! Go, and take him down!! Rising Sun Slash!" He yelled as Utopia slashes with his golden-glowing blade, once, twice, and then a third time. The fun-sized boy known as Flip goes flying backward, as his lifepoints falling to 0, and hits the ground, flips head over heels, then lands again.

Flip: 0 / Yuma: 300

Winner: Yuma 

"Aaaaaahhh! Mommyyyy! Aaaaahhh! Uh! Agh! Uhh..." a defeated Flip throw a hissy fit as the holographic screen declares Yuma the winner of the duel. Both Stinging Swordsman and Baby Tiragon, still a pair, jump in the air and cheer, then shatter from the field. Yuma jumps in the air cheering, and the key catches a sunbeam and glints bright gold.

"Yeeaahh! That's how ya flow!" Yuma exclaimed in joy as his friends cheered on for him

The vision link starts to disintegrate. The crystal on the ceiling magically appears good as new, and bystanders can be seen going about their shopping. A weary announcement is heard over the PA system." ...There are two-for-one pretzels in the food court today; get your coupons at the mall kiosk."

Yuma takes off his gazer as Astral began to thank him. "Nicely done. You saved me from a very bad fate."

"Aww, I didn't do it for you, I just wanted to win." Yuma said sheepishly as Sakura make her way over to him

"Well done, Yuma" She said as she pull him into a hug, as he quickly return it 

"Are you okay?" Yuma asked her 

"I'm fine" she replied to him as the aqua haired girl released him, pulling away as Tori and Bronk gather round to congratulate him. Astral stands off to the side. Bronk grabs Yuma and almost noogies him, but doesn't touch the hair.

"That was an amazing comeback, bud!" Bronk commented on the duel 

"Yeah, I guess it was pretty great..." Yuma said as somewhere in the ground on the floor of the mall, lied Flip, who still not quite sure what just hit him. "All my tricks... ugh... and still I lost!" He takes his gazer off his glasses, crushed.

" Hey, Flip." A voice call out to him

"Huh?" Flip looks up, too surprised to see Yuma crouches down near him, as he gently offers him back the Baby Tiragon card. "I believe this belongs to you."

"It did." He said

"It does. Take it; you earned it, Flip. Just like you earned my respect the right way, by not cheating." Yuma said 

"Uh?"

"That's gotta feel good inside, doesn't it?"

" ...Yeah, I guess it sorta does." 

"Sorta? Listen, all the respect you think you got by cheating, wasn't real at all. You were just tricking yourself." Yuma said 

"Maybe..." Flip looks down at the floor, shoving away his own ingenuous trust. " ... Or maybe this is all just a trick, and the flip side is you're gonna make me look like a big fool!" Yuma is completely dismayed at his outburst 

"Come on; that's impossible. I mean, there's no way could make you look foolish... not with those dope specs you're always sportin'! They're pretty hip!"

" ... You think my glasses are... hip?" Flip asked him as he raise an eyebrow at the pink and black haired boy that he was so close to beating 

"Oh boy...." Sakura mutter underneath her breath 

"Yeah, totally. "

Flip is disarmed with surprise. He looks down and away with a small whimper. When he turns back to Yuma, he's crying; his watery eyes are gushing tears, and moisture dribbles from his nose. 

"Yuma!" He called out to him as Yuma looks kind of freaked out at the moment as Flip outright bawls. Sakura cringe at the site as Bronk and Tori watch with surprise, Astral studying closely, as more than one bystander looks rather amused at the whole situation. More bystanders are stopping to stare at Flip.

"That's the nicest thing anyone's ever said to me!!" The fun-sized boy said as he tries to wipe his face on his sleeve, but he's still bursting with tears. "Forget the flip side! Life can be pretty great when you just take something at face value!" Flip then sniffs,  as he rubs his face on his sleeve, then smiles brightly at Yuma, his tears gone instantly. "So I'm turning over a new leaf, right now! You keep the card, Yuma!"

"Huh? Are you sure?" Yuma asked, unsure if he can keep it 

Flip nods as tears was showing at the corners of his eyes. "Yeah!" Flip responded 

Yuma stand there a moment, before he started to laugh, as it was increasing excitement, he spin around in place. "Ahahahaha, thanks! I did kinda form a little bit of a bond with it!"

He then links elbows with Flip. "Hey... like you said before, Flip, this card can be a symbol of our friendship!"

"Sounds good!" He replied as the duo stand there together as they both just laugh out loud. Across the room, Bronk, Sakura, Tori, and Astral watch them; Astral is still studying dispassionately, Tori and Bronk are less impressed. Sakura just want to  crawl underneath a rock and never return

"Maybe there's no flip side to this, but there is an annoying side." Bronk Said

"Observation number nine...Glasses are 'hip' " Astral thought to himself as the pair consist of Yuma and Flip are still laughing.

"Okay. You guys can stop laughing now..." Tori call out to the pair, but get ignore in return. "Really?" She deadpanned 

"It there any other way to unseen this?" Sakura spoke