Yu - Gi - Oh ! ZEXAL - Episode 122 " Assimilation , Part 1 " , known as " Sign of the World ' s Collapse ! ! Mr . Heartland ' s Grand Revolt " is the one hundred and twenty - second episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on September 22 , 2013 . Summary . In Don Thousand ' s palace , Mr . Heartland stands before the Fusionizer s and speaks with Vector . Heartland asks what the devices are for ( in the dub , Heartland remarks that whoever made the device should have their art license revoked ) and Vector responds that they contain " Number s " he created - one million fake " Numbers " , to be exact ( in the dub , Vector also calls the fake " Numbers " as fake as Heartland ' s personality ) . Vector explains he wants to scatter them across the Earth as thunder cracks outside the palace and red lightning laces the sky ( in the dub , Vector also adds the objective of fusing the human and Barian Worlds together , while destroying the Astral World ) . Heartland describes the effect the fake " Numbers " could have as a " bravo " one . Vector instructs Heartland to spread them across the Earth and then focus on taking back the " Numbers " that Kite and Shark have . Heartland promises to do so . Vector ' s claw glows pink and he forms a fist , telekinetically lifting Heartland off the ground by the neck . Vector asks if he ' s listening and tells Heartland that this is his last chance . Struggling to breathe , Heartland says he understands ( in the dub , Heartland says if he fails , he ' ll let Vector turn him back into a fly ) . Vector drops him and Heartland vows again to succeed . Vector tells him that if he does , he ' ll consider giving him a spot on the Seven Barian Emperors . Heartland thanks Vector for his mercy , while Vector muses that Kite had taken the " Number " of one of Heartland ' s friends and that even Heartland should be able to win with " " ( in the dub , Heartland exclaims that a spot with the Barian Emperors is his dream job , while Vector says Heartland will get his reward once the Astral World is destroyed ) . Appearing as blank card s of pink energy , the fake " Numbers " rain down upon Heartland City . Each person who picks one up gains a Barian Emblem on their forehead . Speaking to Vector , Don Thousand confidently states that this will be the end of both the Earth and the Astral World ( in the dub , Thousand is satisfied that his plan is going well without any interference ) . Despite this , they have not obtained the Numeron Code yet . Thousand muses that it matters not , he can achieve his goal once the Astral World is dust . Trey , Quattro and the Super Secret Number Card Investigation Club minus Tori are aboard the Vetrix Family ' s submarine in the waters around Heartland City . They watch the news on an overhead TV , where a reporter states that the riots that broke out that morning has yet to be quelled . Bronk isn ' t surprised to hear of another riot , while Trey states they ' ve been going on for days ( in the dub , Trey says if this keeps up , the whole world will fall into chaos ) and Caswell adds that they ' ve even been happening in Heartland . Cathy wonders why everyone is fighting " like cats and dogs " ( an analogy not present in the dub ) all of a sudden and Trey speculates that it ' s due to the " Numbers " . Everyone seems surprised and Trey clarifies that he doesn ' t know where they came from , but about one million " Numbers " have surfaced . Caswell and Cathy wonder how that could be and even Quattro says it ' s impossible ( in the dub , Quattro and Trey say that whoever is behind it is skilled at mind control ) . They come to the conclusion that it must be the Barian s , then . Quattro asks if anyone picked up an odd looking " Number " . Everyone responds in the negative except for Flip , who instead asks where Yuma is . Quattro responds that they can ' t use the comm system right now ( in the dub , Flip ' s and Quattro ' s quote are moved to after Quinton returns ) . Seeing a blip on the radar , Trey says that it looks like Quinton has returned . Quinton , Kite and Tori are aboard the Vetrix Family jet . The submarine surfaces and heads for Heartland City , as does the jet . The two groups meet up in a nearby building on Heartland Pier and Bronk asks if the gate the Interdimensional Teleporter opened has really closed . Cathy asks what ' s happened to Yuma and Quinton responds that he doesn ' t know ( in the dub , Cathy asks Quinton to fix the teleporter ; Quinton replies that he cannot ) . Flip asks if that means that Yuma isn ' t coming back while Cathy begins to weep . Tori embraces Cathy in an attempt to comfort her and Flip angrily asks Kite how they could leave Yuma behind , prompting Bronk to restrain him . Tori says Yuma will come back to them for sure . Caswell questions if this can be and Tori voices her faith in Yuma . Bronk agrees and Kite adds that Astral will by his side too . Just as everyone regains their composure , every screen in the building ' s systems is taken over , replacing by a video feed of Mr . Heartland . He muses that they truly have a beautiful relationship with Yuma . He tells them they won ' t see Yuma again and suggests they come outside . Standing atop a nearby crane , Heartland welcomes them , saying he ' d love to sit and talk about old times , but assumes that they wouldn ' t enjoy that . He asks Kite if he ' s correct , which angers Kite greatly . Pointing forward , Heartland tells them to look over there . The sky is a deep red . From it comes a pillar of purple lightning , which splits off into three directions as Heartland yells " IT ' S SHOWTIME ! " ( " On with the show ! Hit the lights ! " in the dub ) . All around the world , those with the fake " Numbers " begin chanting " Barian " . The ground shakes violently and red spheres float throughout the air . Everyone visibly recoils and Orbital 7 reports a change in spatial mass and that pillar of light is the energy of the Barian World . Quinton realizes that they ' re attempting to merge Earth with the Barian World . Heartland yells " BINGO ! " and tells them that the door prize is a one - way trip to the afterlife and they ' ve all won a group package ( in the dub , Heartland says he and the others can watch the " Bariapocalypse " together ) , while jumping down from the crane to face them . Kite angrily asks how Heartland found them and Heartland puts it down to the " Numbers " he scattered . Heartland explains that greedier - than - average people cannot hide their greed and that this attracts the " Numbers " to them . Anyone who has one emits a unique energy that can be tracked - he simply followed that energy here . Trey realizes that that means someone here has a " Number " and Quattro angrily asks who lied when he asked earlier . Bronk , Caswell and Cathy all deny it , while Flip simply hangs his head . He takes a card from his pocket - " " ( in the dub , " Dark Illumiknight " is changed to ) . Quattro calls him an idiot ( in the dub , Quattro grumbles " Thanks a lot " ) and Bronk asks why he ' s done this . Flip responds that he only wanted to help - he thought that if he had this , he could help Yuma ( in the dub , Flip adds that he could not help but take the card ; he did not know it would be evil ) . He says he ' s been useless as he begins to cry . Clapping , Heartland says that good intentions have paved the road to Hell , unfortunately . The whole world will be swallowed by the Barian World . Those with the " Numbers " will not be able to control their emotions and will become dark energy , which will be sucked into the pipe between the worlds - they will become the power source that will drag the worlds together . As he speaks , this begins to happen . All around , people vanish and stream towards the pillar in the form of pink energy . Trey comments that Flip was oddly angry around the time the riots started ( in the dub , Trey does not make this remark ) . A Barian Emblem finally appears on Flip ' s forehead . Quattro muses that that was their aim , then ( in the dub , Quattro says Heartland is the puppet ; the Barians never told him their full plan ) . Kite realizes that once the worlds are merged , the Barian World will be able to attack the Astral World just like Hart could . Sputtering , Heartland angrily yells that Kite stole his line ( in the dub , Heartland is upset because Kite interrupted him and tries to elaborate , but concedes that what the Barians will do is just what Kite already said ) . Quinton realizes that this could be the end of the world ( this quote is cut from the dub ) . Flip is consumed by energy and is shot towards the pillar , screaming . Heartland says he ' ll be another human sacrifice and bids him " adieu " ( " ciao " in the dub ) . Crying , Tori screams Flip ' s name . Heartland tells them to relax - they will vanish soon , along with the entire world . Before that though , he intends to take back the " Numbers " . Kite tells him he ' ll need to take his by force , then . Sputtering again , Heartland responds that he has every intention of tearing Kite ' s " Numbers " from him with his bare hands . Calling him an ungrateful brat , Heartland still can ' t believe Kite betrayed him after everything he ' d done for him . Kite says that the idea of owing Heartland a favor makes his skin crawl and claims he doesn ' t ever remember being his subordinate . Heartland tells him to shut up and Kite undergoes Photon Transformation , while Heartland ' s left eye glows and he dons a standard D - Pad ( in the dub , Heartland says that he made Kite a Number Hunter , but he will be the one to make him the hunted ) . As soon as the Duel begins , Kite is wrapped in pink lightning and falls to his knees . Heartland tells him that with the worlds merging , the entire Earth is now under the same effect as a Barian field , so the Duelists will feel real pain . Heartland admits it ' s a handicap . To make up for it he says he ' ll let Kite attack first , meaning Heartland himself will take the first turn . ( In the dub , Heartland remarks this will hurt Kite more than it hurts him ; Kite tells Heartland to let the cards do the talking . Heartland says his Deck will dominate Kite ' s , meaning he will volunteer to go first . ) He draws and Normal Summon s " Infection Fly " . He proceeds to activate " Multifly " , letting him target a Level 2 or lower monster he control s and Special Summon two more copies of it from his hand . He targets " Infection Fly " and thus Special Summons two more of them . He activates the effect of one " Infection Fly " , letting him double the Levels of all monsters he controls . Trey muses he can do that twice more . Heartland confirms it and proceeds to do so , making each " Infection Fly " Level 8 , yelling " double , double ! " Bronk is shocked he brought out three Level 8 monsters so easily ( in the dub , Bronk says Heartland is more annoying than those bugs ) . Heartland overlays his three Level 8 monsters to Xyz Summon " " in Attack Position . Everyone seems shocked to see " Number 1 " finally appear . Heartland cackles and asks if they are all too shocked to even speak ( in the dub , Heartland adds that he is Number 1 , just like his " Number " ) . Kite asks what his point is and Heartland is disappointed that he ' d ask right after he had said they were too shocked to talk ( in the dub , Kite mutters that Heartland is more like a zero ; Heartland warns Kite to watch what he says or else Heartland will lose his temper ) . Watching the Duel through a Baria Crystal in Thousand ' s palace , Vector chuckles . The Summoning of " Number 1 " means his plans are now complete . Heartland calls his new creature the " apex " of " Numbers " . Kite calls him an idiot ( in the dub , Heartland gives Kite a chance to beg for lenience ; Kite refuses ) , while Heartland vows to beat fear into him . He explains that when " Number 1 " is Summoned , he can send an Xyz Monster from his opponent ' s Extra Deck to the Graveyard . He assumes that " " is in Kite ' s Extra Deck now and says he ' ll be sending that to the Graveyard . Dark energy spreads from Kite ' s Extra Deck box and envelops him . Still watching , Vector begins to clap using his feet and exclaims that the " Numbers " taken from his Barian assassins were all fakes . Since one took root in Kite ' s Deck , the Barian energy upon their use is intensified - there ' s no way humans will be able to cope with that much of it . Kite collapses , hitting the ground face - first . Heartland is happy that he knocked down Kite . Kite wonders why his body is weakening . Outside Thousand ' s palace , Vector sees a bright green light glowing . He says things have gotten interesting then - that ' s the signal for the Seven Barian Emperors to gather . Heartland Set s a card and ends his turn . Kite rises to feet , pleasing Heartland , who muses that it can ' t end like this ( in the dub , Heartland says it ' s brave for Kite to continue , but it is not the wisest decision to do so ) . He states he did his best to bring Dr . Faker ' s dream to reality but Kite angrily retorts that Heartland was nothing more than a cat burglar that Faker used as a cover ( in the dub , Kite says Faker working with Heartland was his biggest mistake , which offends Heartland ) . Kite draws and activates " Luminous Dragon Ritual " , a Ritual Spell Card . Trey explains the mechanics of Ritual Summon ing to Quattro when he asks ( in the dub , Quattro is intrigued , while Trey says Kite is taking a big chance at Ritual Summoning , since it is rarely done ) , and Kite Tribute s the Level 4 " Photon Chargeman " in his hand to Ritual Summon " Paladin of Photon Dragon " in Attack Position , who bursts from the ground . Kite Tributes " Paladin " using its effect , letting him Special Summon a " Galaxy - Eyes Photon Dragon " from his hand or Deck . He does so from his Deck in Attack Position . " Galaxy - Eyes " attacks " Buzz King " . Heartland asks if Kite has actually forgotten that only " Numbers " can destroy " Numbers " . Kite asks if he ' s sure and activates the effect of " Galaxy - Eyes " , banish ing both monsters until the end of the Battle Phase . At that point , the monsters return , but " Buzz King " has lost its Overlay Units and " Galaxy - Eyes " gains 500 ATK for each Unit lost , giving it 4500 . Kite says this means he can ' t use any effect that requires Overlay Units . Heartland yells " NOOO ! " and collapses to his knees . He quickly rises to his feet and says he ' s kidding , clarifying that he already has his winning formula . Kite asks if he ' s ripping off Astral now and Sets a card to end his turn ( in the dub , Heartland says " Galaxy - Eyes " will not affect his strategy , while Kite replies that Duelists have said that to him , but they were proven wrong ) . Heartland draws , yelling that it ' s " HELL SHOWTIME ! ! ! " ( " Your Dueling days are numbered , Kite ! " in the dub ) . In the Barian World , Vector arrives to the meeting to find Girag , Alito , Mizar and Dumon already present , standing near the steps to the throne . He apologizes for keeping them waiting ( in the dub , Vector complains that the meeting interrupted his important business and refers to the group as the " Imperial Council " ) , but asks why they called him for an emergency meeting . Looking up the steps he sees a figure seated on the throne and another standing at the throne ' s right - hand . Vector asks who is up there and the figure to the throne ' s right tells him " long time , no see , Vector " ( " You don ' t recognize me , Vector ? " in the dub ) . Vector asks who it is ( in the dub , Vector says that the figure ' s voice sounds familiar ) and the figure wonders if he ' s cruel enough to have forgotten them already . He responds that it can ' t be , but it sounds like Marin . The figure on the throne rises and Vector realizes it ' s Nash . He questions how either of them are still alive . The other four Emperors say nothing , simply staring at him . Back at the Duel , Heartland activates the effect of " Buzz King " , letting him take a " Number " monster from his opponent ' s Graveyard and attach it to " Buzz King " as an Overlay Unit . He attaches " Ninja Shadow Mosquito " and tells Kite he won ' t accept a surrender ( in the dub , he comments that " Ninja Shadow Mosquito " would make the perfect Overlay Unit ) . Kite responds that he ' d rather die than surrender to Heartland , with Heartland vowing to make his wish come true ( in the dub , Kite does not say anything at this point ; Heartland decides that he will end Kite as soon as possible ) . He activates the other effect of " Buzz King " , detach ing an Overlay Unit to destroy one card Kite controls and inflict damage equal to its ATK if the card was a monster . He targets " Galaxy - Eyes " and Trey says he ' ll take 4500 damage , with Quattro adding he ' ll be taken out in one blow . Tori yells Kite ' s name ( in the dub , Tori yells for Kite to do something ) and Heartland says this is the end . Kite activates his face - down " Prevent and Draw " , which will halve the damage . " Buzz King " shoots a black - and - red beam from its mouth , which rips through " Galaxy - Eyes " and hits a bubble shield that appears around Kite . He ' s thrown back and hits the ground face - first again , his LP at 1750 . Even Heartland is impressed by the card ' s power , saying that his must have been what Vector was talking about ( in the dub , Heartland comments that when the " Number " is at full power , it will crush Kite completely ) . Quinton tells Trey and Quattro to throw away the " Numbers " they obtained from the Barians . As they pull the cards out , they are enveloped in energy and fly to Heartland ' s hand . Both former holders clutch their chests in pain . Kite falls to his knees again , but explains that " Prevent and Draw " lets him draw a card . As his hand reaches for his Deck , he falls unconscious . Quinton yells his name , while Heartland says his direct attack will finish this . Suddenly , Yuma ' s voice rings out , calling Heartland " scum " ( in the dub , Yuma says that Heartland is celebrating too soon ) . A blue portal opens overhead and from it flies the energy forms Yuma and Astral take when performing ZEXAL . Kite opens one eye and sees Yuma and Astral standing there . Tori yells both their names and Yuma declares that they ' re back . Featured Duel : Kite Tenjo vs . Mr . Heartland . Turn 1 : Mr . Heartland < br > Mr . Heartland Normal Summon s " Infection Fly " ( 100 / 0 ) . He activate s " Multifly " , which allows him to target a Level 2 or lower monster he control s and Special Summon two copies of the same monster from his hand . He targets " Infection Fly " and Special Summons ( 100 / 0 each ) two more copies . Heartland activates the effect of one copy of " Infection Fly " , which lets him double the Level of all monsters he controls , so they become Level 2 . He activates the effect of the other two copies of " Infection Fly " , therefore doubling the Levels of all three to 4 , then to 8 . Heartland overlays his three Level 8 monsters to Xyz Summon " " ( 3000 / 2500 ) in Attack Position . As it was Xyz Summoned , Heartland can send a monster from his opponent ' s Extra Deck to the Graveyard . He chooses " " . Mr . Heartland Set s a card . Turn 2 : Kite < br > Kite activates " Luminous Dragon Ritual " and Tribute s " Photon Chargeman " from his hand to Ritual Summon " Paladin of Photon Dragon " ( 1900 / 1200 ) in Attack Position . He activates its effect , Tributing it to Special Summon " Galaxy - Eyes Photon Dragon " ( 3000 / 2500 ) from his Deck . " Galaxy - Eyes " attacks " Buzz King " , with Kite activating the effect of " Galaxy - Eyes " , banish ing it and the monster it is battling until the end of the Battle Phase . At the end of Battle Phase , " Galaxy - Eyes " and " Buzz King " return to the field and " Galaxy - Eyes " gains 500 ATK for each Overlay Unit " Buzz King " had before it was banished ( 3000 → 4500 ) . Kite Set s a card . Turn 3 : Mr . Heartland < br > Heartland activates the effect of " Buzz King " , allowing him to attach a " Number " monster from his opponent ' s Graveyard to it as an Overlay Unit . He attaches " Ninja Shadow Mosquito " ( " Buzz King " ORU 0 → 1 ) . He activates the other effect of " Buzz King " , detach ing the overlaid " Ninja Shadow Mosquito " ( " Buzz King " ORU 1 → 0 ) to destroy a card on the field and if that card was a monster , his opponent takes damage equal to the destroyed monster ' s ATK . Heartland destroys " Galaxy - Eyes " , but Kite activates " Prevent and Draw " , halving the effect damage and drawing a card . Before he can draw , Kite falls unconscious and is unable to continue the Duel ( Kite 4000 → 1750 ) . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .