Barian Invasion Barian Invasion is the fourth arc of the " Yu - Gi - Oh ! ZEXAL " anime succeeding World Duel Carnival Finals and the first arc under the " Yu - Gi - Oh ! ZEXAL II " name . Story Setting . The curtain falls on the World Duel Carnival , peace has finally returned to Heartland City . But now , emissaries from the Barian World , hostile to the Astral World , are aiming at taking the " Number s " and Astral for themselves . In order to protect him , Yuma , Kite and Shark unite to combat the Barian menace . Barian Invasion Duels . Girag ' s machinations . With both Vetrix and Dr . Faker defeated , Dumon sent Girag to earth to acquire " Number s " since he is the bravest warrior of Barian World . Girag appeared from a portal in front of a gang of thugs led by Fender after Fender mentioned wanting more power . After a scuffle , Girag then uses " Rank - Up - Magic Barian ' s Force " to hypnotize Fender and his thugs , making them chant " Barian ! " With Fender under his control , he instructed him to go after Yuma Tsukumo . Yuma then got a call from Bronk ' s Duel Gazer , but was shocked to find a Barian - brainwashed Fender , who told him to meet him at Heartland Academy to Duel with the " Number s " at stake . Yuma gave the Emperor ' s Key to Tori for safekeeping and ran off to school to Duel Fender . When the Duel began , Yuma was able to gain an early lead by lowering Fender ' s Life Points to 2500 , but Fender used " Barian ' s Force " and Summoned his " CXyz " monster , " CXyz Mechquipped Djinn Angeneral " , pushing him into a corner . As Yuma struggled against Fender and " Angeneral " , Yuma was about to give up since he could not think of a way to win the Duel . However , after Tori showed up and returned the Emperor ' s Key to him , he and Astral were able to make a comeback using a combination of " " and " Numbers Impact " . Afterwards , Yuma discussed the upcoming battle against the Barian World with Kite and Shark , with Yuma believing that the three of them can overcome the Barian s . After Fender ' s loss , Girag brainwashed a pro Duelist named Devon Knox who was visiting Heartland Academy . Devon defeated Ray Shadows when the latter got in his way . After Ray told Yuma about how he was brutally defeated by Devon , Yuma challenged Devon to a Duel . At first , Yuma played defensively to withstand Devon ' s aggressive strategy . Even by Summoning " " , Yuma was pushed into a corner , but Yuma was able to Summon " Utopia Ray " and defeated Devon . Afterwards , Yuma was exhausted and accepted Ray ' s offer to carry him on his back . Yuma officially befriends Ray and was then carried off by a running Ray while hanging off his back and screaming . Girag ' s next plan involved brainwashing the Student Council President , Carlyle Chesterton . Carlyle then challenged Yuma to a Duel , with Caswell supervising the Duel . Carlyle pushed Yuma into a corner by Summoning " CXyz Simon the Great Moral Leader " , but Yuma managed to bring out " " and win the Duel , ruining Girag ' s plan . Later , Girag stumbled upon the school ' s Comic Book Appreciation Club , where he brainwashed Art Stanley . Art kidnapped Rio Kastle in order to obtain Shark ' s " Number " card . The two faced off in a Duel , with Art cornering Shark with his " CXyz " monster . However , with a little help from Yuma , Shark was able to save Rio and make a comeback with " " . Girag later convinced Yuma and Ray to host a Friendship Games in order to settle an argument with the Super Secret Number Card Investigation Club in an attempt to take Yuma ' s " Numbers " . Just before the final round , Girag brainwashed Tori and Cathy with " Barian ' s Force " , but this plan was disrupted when Shark left the tournament early . Girag was substituted in as Yuma ' s partner instead . This worried him , as a Barian losing to a " CXyz " would have the same result as Astral losing to a " Number " . Both Girag and Yuma managed to work together to defeat Tori and Cathy , returning them to normal . The Showdowns inside the Sphere Cube . After the constant failures of Girag and Alito , Dumon decided to send Mizar to Earth in order to Duel Yuma . He gave Mizar three Barian Sphere Cube s , two of which he was to give to Girag and Alito . He then disappeared into a portal and appeared in an unknown realm . There , he approached a " Over - Hundred Number " called , which he absorbed into a blank card . He then went to Earth , making the weather turn stormy . Seeing this , Girag and Alito went to investigate and recognized Mizar straight away as he emerged from the crater he created upon impact . Mizar gave the two their Barian ' s Sphere Cubes , then disappeared before Girag and Alito could respond . Mizar spied on Yuma and Tori near the Duel Sanctuary and fired a sphere of energy at Tori , knocking her over . He then activated his Barian Sphere Cube , forcing Yuma into a Duel with his " Number s " on the line . Yuma managed to get a head start by Xyz Summon ing his " " but Mizar countered with " " , which resembled the dragon from Yuma ' s nightmares , surprising both Yuma and Astral . Using the effect s of " Tachyon Dragon " abilities , Mizar destroyed " Utopia " , knocking Yuma back into the Sphere Field which dealt real damage to him . As Yuma appeared too weak to continue the Duel , Kite arrived on the scene and took his place in the Duel . Kite quickly Summoned " Galaxy - Eyes Photon Dragon " , but struggled against " Tachyon Dragon " . However , he managed to survive Mizar ' s attack and Summoned " Neo Galaxy - Eyes Photon Dragon " , which managed to destroy " Tachyon Dragon " . Mizar countered by reviving " Tachyon Dragon " . He revealed his true form and used " Barian ' s Force " to evolve it into " " . This , however , turned out to be too powerful for the Sphere Field to contain , and Mizar was forced to cancel the Duel . As the Sphere Field disintegrates , Shark attempted to catch Yuma but ended up falling into a crater along with him . While waking to school , Yuma and Ray were pursued by a group of Barian - influenced students and were forced to run . They become cornered , but were later assisted by Tori , Shark and Rio , who helped Yuma fight off the students in a Battle Royal . At that point , Girag revealed himself to be a Barian . Alito also appeared and helped Yuma defeat the students , while revealing his true identity . Later , Yuma and Alito began a Duel which started off in a similar way to their first Duel . Alito Summoned his own " Over - Hundred Number " , " , but was countered by Yuma and Astral with the power of ZEXAL and " " , both reaching a stalemate . Alito then revealed his true form and Summoned " " . Yuma used " ZW - Eagle Claw " to equip to " Utopia Ray " and win the Duel . After the Duel , Alito allowed Astral to take his soul and his " Number " . Astral tried , but much to his surprise , he could not . Yuma wanted to have another Duel with Alito in the future , but Alito said it wasn ' t possible , and bid farewell to Yuma and Astral , leaving through a portal . Later on , Girag found a severely beaten Alito , who claimed that Ray attacked him before passing out . Girag called Mizar and had him take Alito back to the the Barian World for recovery . Afterward , Girag challenged Yuma to a Duel and told Yuma to bring Ray with him . Both Yuma and Ray Dueled against Girag , who summoned his own " Over - Hundred Number " " " and shortly after Summoned " " . With Yuma and Ray pushed into a corner , Ray revealed his true Dueling Skills along with his position as a Barian Cosmic Crime Unit member and through " Shining Reborn " , gave Yuma " Rank - Up - Magic Limited Barian ' s Force " , which Yuma used to Summon " " in order to defeat Girag . At the end of the Duel , Girag was so badly wounded that he retreated to the Barian World to recover . The Battle of Sargasso . Ray faced off against a Barian emissary named Vector inside a Sphere Cube , who fled when Yuma arrived on the scene . Ray warned Yuma about Vector and handed Yuma some " V " cards . The next day , Vector appeared before Yuma and Astral and forced them to Duel him , revealing himself to be the the one who possessed Dr . Faker . Vector Summoned " " and sealed away Yuma ' s " Rank - Up - Magic Limited Barian ' s Force " . Yuma countered by Summoning " " and managed to destroy " Master Key Beetle " and recover his card , but Vector managed to revive it , recover his Life Points and Summon " Umbral Horror Mirage Tokens " to destroy " Utopia " . Just as Ray arrived to support Yuma , Yuma used one of the cards he received from Ray , " V Salamander " , to revive " Utopia " and evolve it into " " , using the effect of " V Salamander " to defeat Vector . After the Duel , Vector tried to abduct Yuma , but Ray stepped in and was taken by Vector instead . Just before Vector left for the Barian World with Ray , he threw the " Master Key Beetle " card to Astral , which was said to be the key to their final battle . With " Master Key Beetle " , Astral was able to activate the Different Dimension Airship inside the Emperor ' s Key . Yuma was determined to use it to go to the Barian World to save Ray . They headed out , accompanied by Shark , Rio , Kite , Orbital 7 and the Super Secret Number Card Investigation Club . They were pulled out of the portal at a place called the " Sargasso the Different Dimension Battlefield " , where Vector , Dumon and Mizar waited them . Yuma took on Vector , Kite took on Mizar , and Shark took on Dumon . Yuma , Shark , Kite , and Mizar all stated off their turns with an Xyz Summon , taking damage from " Sargasso " . Dumon and Vector Summoned their own " Over - Hundred Numbers " , " " and " " , respectively ; both of them used " Sargasso Lighthouse " to protect themselves from the damaging effect of " Sargasso " . Yuma drew " Rank - Up - Magic Limited Barian ' s Force " to Summon " Utopia Ray V " and used it to destroy " Masquerade " . Vector disappeared and Yuma thought that he was killed . Just then , Ray woke up and underwent Barian Battlemorph to reveal he was Vector in human form this entire time , and that up until now , the Vector that Yuma had Dueled against was a mere illusion . During their respective Duels , Kite Summoned " Neo Galaxy - Eyes Photon Dragon " and Shark used Chaos Xyz Evolution to Summon " " . Mizar used " Rank - Up - Magic Barian ' s Force " to Summon " " , and Vector used " Glorious Numbers " to revive " Masquerade " . Yuma and Astral attempted to use ZEXAL Morph , but Vector told Astral that Yuma was hiding his true identity - who knows what he ' s hiding from Astral ? and also questioned if Astral was honestly ready to be one with Yuma . He also informed him that he would be enveloped by the sliver of darkness on his body and ZEXAL Morph failed as a result . Then , Vector reminded Astral that " Utopia Ray V " has Barian origins , which was enough for Astral to be consumed by his own darkness . Astral then forced Yuma to use ZEXAL Morph with him , which resulted in them using Dark ZEXAL instead . Yuma and Astral remain overlaid by Dark ZEXAL , with Astral in control . Under its influence , Astral Duels aggressively ; uncaring of the damage he takes . Meanwhile , Yuma enters Astral ' s mind , intending to save him . Yuma finds Astral ' s subconscious still in a state of corruption , believing that Yuma is no longer his friend . Yuma apologizes profusely , saying that he was at fault and is sorry for what he had done . He then runs towards Astral and embraces him , pushing both of them out of Astral ' s mind in the process . In the physical world , " Utopia Ray V " attacks " Masquerade " one last time with " Utopia " at 83200 ATK . At the same time , Dark ZEXAL is reversed , with Yuma and Astral splitting apart as the others watch . Seeing that Yuma had regained consciousness , Shark and Kite tell Yuma to halt the attack of " Utopia V " , saying that he would lose otherwise . Yuma quickly does so and ends his turn , taking damage from " Sargasso " . Vector suggests that Yuma surrender since he has only 100 Life Points left , but Yuma refuses , saying that he will always fight to protect his friends . Vector begins his turn and activates " Barian ' s Force " , Ranking - Up " Masquerade " and Xyz Summoning " " and attach ing the Overlay Unit s of " Utopia Ray V " to itself and reducing its ATK by 300 for each Unit The effect of " Umbral Horror Masquerade " effect activates , allowing Vector to destroy a card in Yuma ' s Spell & Trap Zone . He destroys " DZW - Chimera Clad " , reducing the ATK of " Utopia Ray V 2300 . " Umbral Horror Masquerade " then attacks " Utopia Ray V " but Yuma activates his face - down " Xyz Revenge Shuffle " , returning " Utopia Ray V " to the Extra Deck , and Special Summoning " Utopia " from his Graveyard in Attack Position , reducing the battle damage to 0 and letting " Umbral Horror Masquerade " attack again . Yuma then activates the effect of " Interceptomato " in his Graveyard , banish ing it to reduce the damage from " Sargasso " to 0 . Yuma also activates the effect of the " Spell Recycler " in his Graveyard , sending " Xyz Agent " from the top of his Deck to the Graveyard , and adding " Limited Barian ' s Force " to the bottom of his Deck . Yuma then activates the effect of the " Xyz Agent " in his Graveyard , attaching it as an Overlay Unit to " Utopia " . Yuma activates the effect of " Utopia " , detaching an Overlay Unit to negate the attack . Vector activates the effect of " Umbral Horror Masquerade " , detaching two Overlay Units to halve Yuma ' s Life Points for each Unit detached and discarding two random cards from Yuma ' s hand " Chachaka Archer " and " Giant Hunter " . Vector Sets " Barian Explosion " . Dumon and Mizar along with Kite and Shark , neglect their own Duels to watch Yuma ' s , the latter two believing that Yuma can still win . Yuma begins his turn , drawing the last card in his Deck , " Limited Barian ' s Force " , but he then collapses . Astral says that his trust in Yuma is not what it was , but adds that he still wants to believe in hope and fight together . The two then perform a new ZEXAL Morph , called ZEXAL II , signifying a new bond between Yuma and Astral . The two newly bonded duo activate " Limited Barian ' s Force " and perform a Shining Evolution , transforming it into " Rank - Up - Magic Numeron Force " . They activate the new card , Ranking - Up " Utopia " and Summoning " " and negating the effects of all cards on the field other than " Utopia Ray Victory " . They attack " Umbral Horror Masquerade " with " Utopia Ray Victory " , activating the effect of " Victory to add the ATK of " Umbral Horror Masquerade " to its own , winning them the Duel . The attack badly injures Vector , damaging his wing . Due to the power released during the Duel however , " Sargasso " begins to collapse , ending Shark ' s and Kite ' s Duels with no result . After the Duel , Yuma and Astral reconcile their bond and declare that their battles are only beginning and that Yuma is determined to improve . He jumps into the air yelling " kattobingu " !