Yu - Gi - Oh ! ZEXAL - Episode 112 " Memory Thief : Part 1 " , known as " A Pure - Hearted Duelist ! Start Up the OOPArts ! ! " in the Japanese version , is the one hundred and twelfth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on July 14 , 2013 and in the United States on May 31 , 2014 . Summary . Inside the attic at his home , Yuma mopes about Astral ' s disappearance and weeps under his blanket . Kari calls out to him to get down already ( in the dub , she threatens to call Bronk to eat Yuma ' s lunch ) . He does not respond . Tori is next to Kari , concerned . She asks Kari if Yuma is still depressed . Kari says she did not know what happened , but Yuma had confined himself in his room for several days now . Food and drinks were left for him downstairs , untouched . Back upstairs , Yuma stares at his Deck . He remembers Astral disappearing right in front of him after the Duel against Number 96 . Tears filling his eyes , Yuma mutters Astral ' s name . Meanwhile , in the Barian World , Vector enters Don Thousand ' s palace and asks why Thousand brought him here . Thousand replies that this is his palace , where only those who ruled the Barian World could enter ( in the dub , Vector says the palace suits someone as powerful as Thousand , while Thousand replies that those who are invited should consider it an honor ) . Vector complains that the place is run - down ( in the dub , Vector agrees with Thousand , adding that he is unsure of his worthiness ) , only to stop to see a throne perched on a staircase , along with an orb of dark energy . Surprised , Vector teleports in front of the orb and Thousand says these are the remains of Number 96 . Thousand says Astral was not able to absorb Number 96 ; therefore , Number 96 ' s power returned to Thousand . Vector questions him on how this can be and Thousand says Number 96 is part of him . The Barian deity explains that he took part of his power and left it in Astral . Vector mutters that it makes sense now . Thousand commands Vector to obtain the sealed " Number " . Vector places a hand on Number 96 ' s remains and absorbs it . His circulatory system illuminating briefly , Vector yells in pain ( Vector ' s original red veins are recolored blue in the dub ) . When it is over , Vector is cloaked in a dark aura , marvelling at the power he obtained ( in the dub , Vector also asks what Thousand did to him ; Thousand replies that he turned Vector into the ultimate warrior ) . He decides to use this power to defeat Yuma once and for all , but Thousand stops him by gripping his heart . He tells Vector to be patient , as his aura leaves Vector and takes a seat on the throne . Vector thinks Thousand left his body ; from the throne , Thousand tells Vector it is not the time to attack Yuma yet , as they have other things to do . Several floor panels open and a strange - looking device emerges . Vector wonders what that thing is , and Thousand explains he will use it to fuse the human and Barian Worlds together . Vector asks if this is possible and Thousand confirms it ( in the dub , Thousand threatens to make Vector suffer if he questioned his authority again ) . Vector agrees , and Thousand tells him that for the device to work , it needs more power , enough to destroy the Astral World . He adds that they must amplify the evil in the human world and Barian Worlds to increase his strength significantly . To accomplish this , more Fusionizers must be produced . The device in front of them already has plenty of power . Vector deduces that this is why Thousand needed Number 96 ' s power . Thousand tells Vector that he will concentrate on making more devices and he will entrust Vector with another task . Vector protests , but Thousand says he knows - their bodies and souls are one and Vector cannot leave the palace . He grants Vector four " Number " cards and orders Vector to come to the throne . As Vector climbs the stairs , Thousand asks if Vector enjoys employing people with bad intentions . The cards disappear into Vector and he sits on the throne , exhausted . Suddenly , tentacles extend from the throne and bind Vector to it . The tentacles transform into a set of armor , preventing Vector from leaving . He screams in agony . Back at Yuma ' s house , Yuma sobs while laying on his hammock . He mutters why Astral had to leave him . He turns over and looks at his Deck . Yuma mutters that Kari was right ; he shouldn ' t have continued Dueling ( in the dub , Yuma also wishes he had never heard of the " Number " cards ) . He wouldn ' t have to deal with these painful memories if he stopped Dueling . Yuma decides to be rid of the " Number " cards as he picks up his Deck in an attempt to destroy it . Before the blow can be dealt , Astral ' s voice echoes in Yuma ' s mind . Yuma recalls Astral telling him to protect the " Numbers " . In tears , he remembers the promise he made to Astral ; even then , he is unsure on what to do . The next morning , in the hospital , Rio is still unconscious . Shark is on her bedside . Tori knocks on the door and comes in with a bouquet of flowers as a get well gift . Shark tells her to leave it on the table . Tori tells Shark that since Astral left , Yuma was depressed . Shark interrupts her , telling her he is not in the mood to talk to him . Tori admits this is true , since Rio is still not well . Tori excuses herself and leaves . Once Tori is outside , Shark wonders what he should say to Yuma ( in the dub , Shark also questions on whether he is truly a Barian ) . At Thousand ' s palace , Mr . Heartland yells his signature " Fly Burning ! " catchphrase . He says he came to Vector just as he asked . Vector scolds Heartland for being late . Heartland notices the set of armor binding Vector to his throne and wonders why Vector has it . Before Heartland can continue , Vector grabs Heartland , encasing him in energy . This transforms Heartland back into his human form , albeit without any clothes ( only the first shot of the naked Heartland is retained in the dub ; the others were cut ) . Glowing with a magenta aura , Heartland thanks " Lord " Vector for turning him back . Vector gives Heartland an assignment in return for turning him back to a human . Heartland gladly agrees and dons a white suit . Vector gives Heartland a card , telling him to use it to take Yuma ' s " Numbers " . When Heartland looks at it , he exclaims that it is " " and cannot believe that Vector would give him a valuable card ( in the original , the number is the only glimpse of the card ; in the dub , its full artwork can be seen ) . Vector also gives Heartland subordinates to help him . Three cloaked figures appear behind them . Heartland recognizes them and one of the figures steps forward . He chuckles and says the Fearsome Four of the Dark Dueling World is teaming up again . Then he throws off his cloak , revealing himself as Erazor . Heartland is surprised that Erazor is working for him again . He kneels down to Vector and says they will not fail him . He and Erazor disappear . In the human world , Yuma ' s friends are having a party at his house . Tori eats a homemade chicken nugget . She exclaims it is delicious and offers the rest of the chicken nuggets to her friends . Cathy interrupts Tori and presents her special cat rice to the group , to Tori ' s chagrin . Bronk holds up a new Number Club badge that he made for the group to see ; he says he made enough for everyone . Flip reaches into his pockets and pulls out several rare cards that he obtained with his sneaky tricks . Caswell shows the group exemption tickets from the classroom cleaning duty ( in the dub , these are tickets for the Kuriboh coaster ) . Everyone gets depressed when they realize that Yuma is not coming down from the attic . Caswell says Operation Heavenly Rock Cave was a failure . Cathy mutters Yuma ' s name , while Bronk adds that Astral is no longer here . Tori ' s eyes start to water as she looks down on the food she made . Later that night , Yuma looks at the gifts his friends gave him . He takes a chicken nugget and eats it . Somewhere in Heartland City , Erazor is engaged in a Duel and deals a finishing blow to his opponent . He walks up to the horrified opponent and says he will be taking his memories , just as they agreed ( in the dub , Erazor says he knows that it ' s disappointing to lose , and he is here to make his opponent forget about it ) . Erazor grabs his victim on the face and the former transforms into a humanoid insect . The Duelist screams as his memories are taken away . At the Tsukumo household , Kari reads up on reports of Duelists having amnesia . Unconscious Duelists were found at the road on midnight . When they regained consciousness , their memories were wiped away . Kari mutters who could be doing this . Meanwhile , a submarine travels underwater . One of the figures on board says Astral disappeared , meaning the Barians ' attacks are getting fierce . The time has come for them to strike . He turns to one of the crew members and entrusts Yuma to him . The pink - haired boy salutes and says " Roger ! " The submarine surfaces at Heartland ' s borders . The next morning at Heartland Academy , Bronk reads up on the reports that Kari read the other night . Flip speculates it could be the work of the Barians ( in the dub , Flip says messing with memories is bad ) . Caswell says this is the Number Club ' s time to appear after a long time . Tori agrees and says this may help Yuma out of his depression . Bronk and Cathy also agree with Caswell . All five members of the Number Club cheer . At Heartland Memorial , Erazor sits on a table filing his nails . Heartland walks in and demands Erazor what is the meaning of this . Erazor asks what he means and Heartland reminds him of their mission to steal Yuma ' s " Numbers " , yet Erazor went around the city at night and stole other Duelists ' memories . Erazor finishes filing and says what he did is just a warm - up . The memories Erazor took are also food for him ; they taste like the sweetest honey . Erazor admits he enjoys the sight of watching his victims squirm as he sucks the memories out of them . An alarm from a bust of Heartland sounds as the Number Club investigates the memorial ; Bronk silently urges the group to move on . From a monitor , Heartland recognizes Tori , the girl who was always with Yuma . Erazor says the Number Club would make good puppets ( a shot of Erazor licking his lips is cut from the dub ; Erazor also mentions that Tori ' s memories could be helpful and delicious ) . As the Number Club continues , Caswell says the incident involving the stolen memories could be coming from the memorial . Bronk and Flip say the thief could be hiding somewhere . Tori tells them when the thief shows up , she will beat them up with a frying pan . A voice says she got that backward . The group realizes that the thief , Erazor , is right behind them . He asks if they have any business with him before he transforms into an insect and starts stealing a terrified Tori ' s memories . Yuma is still at home , depressed . A robotic fly flies through a window and perches itself on a chair . It projects a hologram of Mr . Heartland as he yells his " Fly Burning ! " catchphrase . He says it has been a while . Yuma gets up and asks why Heartland is still alive . Heartland says that thanks to Yuma , he was sent to the Parallel Worlds , but was resurrected thanks to Vector . Heartland ' s hologram shifts to that of Yuma ' s friends . All five of them are catatonic , to Yuma ' s horror . As Kari walks home with the groceries , Yuma bursts out of the house . She asks where he is going ( in the dub , she mutters that it ' s about time he was up and about ) . As Yuma runs towards Heartland Memorial , he remembers what Heartland said to him . The Number Club got involved in an incident in order to cheer him up . Heartland thought that Yuma would be overjoyed upon learning that they solved the case . In order for Yuma to return the favor , he had to come to Heartland Memorial with all the " Numbers " he currently has . As Yuma nears the memorial , he yells that he is coming for his friends . When Yuma arrives , Heartland welcomes him . Yuma demands Heartland for the location of his friends . The former mayor informs him that they are next to them . All five members of the Number Club are slumped near a wall , in a catatonic state . Yuma calls out to them , but they do not respond . He demands Heartland on what he did to them . From the feet of Heartland ' s statue , Erazor says he was the one who did this , as he stole their memories . Yuma asks what he means . Erazor introduces himself and challenges Yuma to a Duel with the " Numbers " on the line in order for his friends ' memories to be restored . The Barian says the outcome is already clear : Yuma will lose and cry miserably as his " Numbers " are taken and his friends are not saved . Yuma thinks that this is a Duel he must win , since the " Numbers " and his friends ' memories are at stake . He wonders why he is scared , even after all this time . Yuma recalls several more memories of him Dueling alongside Astral , up to the time he disappeared . Erazor urges Yuma to make his choice . Yuma is still frustrated , but Heartland tells his subordinate to hold on . There is no need to pressure Yuma so much . He tells Yuma to think carefully - - the " Number " war is an issue between the Astral and Barian World s . It should have nothing to do with a human like Yuma . Now that Astral is gone , there is no reason for Yuma to protect the " Numbers " . Yuma starts to answer , but Heartland leans in close and proposes a solution . If Yuma gives him the " Numbers " , Heartland will no longer bother him and his friends . Their memories will be also returned . Heartland even offers to erase the memories pertaining to Astral because the thought of losing him is painful . It would be natural for Yuma to retain the pleasant memories of Astral , though . If all memories of Astral are erased , Yuma will return to the calm , peaceful world he knew before he met Astral . Yuma starts to consider Heartland ' s offer as he reaches for his Deck box . Before he can give it to Heartland , Yuma says he cannot do it . Heartland is confused and various " Numbers " appear in spirit above Yuma as he declares that while it is true he has nothing to do with the Astral and Barian Worlds , the " Numbers " are something Astral left with him . To them , the " Numbers " represent the things they spent fighting for ; therefore , they cannot be just given to other people like Heartland . A voice from above says Yuma is right . Trey throws a sword at Heartland , but Heartland dodges by teleporting away from Yuma . Heartland and Yuma recognize Trey . Trey tells Yuma that he recognizes his determination because if he had the feelings to fight for what he wanted to protect , Trey will become the shield and sword to protect him ( in the dub , Trey tells Yuma that if Heartland wanted to harm Yuma , they will have to go through him first ) . Yuma is confused and Trey informs him that he and his brothers researched the Barian and Astral Worlds . During investigation , they learned that Yuma lost Astral . Trey admits that Yuma is the first friend Yuma met ; because of this , he cannot ignore his sadness . Heartland scoffs at the reunion and asks Trey what he , his brothers and their father could possibly do ( in the dub , Heartland says he is up against two runts ) . Trey responds that they will crush " some comical fly wearing glasses " . Heartland curses and sends a swarm of flies from his cane at Trey , but Trey uses his crest bracelet to protect himself and Yuma with a pink barrier . When the flies make contact , they drop dead to the ground . Heartland is baffled that Trey can still use the power of the crests . Trey tells him that Quinton made bracelets that harnessed the power of his father ' s crest . Yuma mutters , " The power he gave you . . . " Trey turns to Yuma and says while he cannot replace Astral , he can help him Duel against Erazor and Heartland . In the past , Yuma fought Trey with his life on the line , but now Trey will fight alongside him as a friend . Yuma mutters what Trey just said before recalling the same memory of Astral entrusting the " Numbers " to him . Yuma opens his Deck case and presents Trey with " " and " " . He tells him that when Astral left Yuma with the " Numbers " , he may have meant to use their power justly ; Yuma will split up this power with his friends and fight alongside them . Trey smiles and takes the cards . Yuma says while this may not be the best choice , this is his only answer for now ( in the dub , Yuma says if Astral was here , he would have agreed with him ) . Erazor says Yuma and Trey appear ready to Duel . He leaps from the statue and adds that he is fine with a two - on - one Duel . Trey tells him that he will regret this decision . All three Duelists arm their D - Pad s , while Yuma dons his Duel Gazer and Trey ' s Duel Gazer tattoo appears around his eye . All three players yell , " Duel ! " Before the Duel starts , Heartland tells Erazor that he will flower up the battlefield . He snaps his fingers and enlarged versions of Don Thousand ' s Emblem appear on the ground . He chants , " My clansmen ! Carve the seal of wickedness within the earth ! " Yuma asks what ' s the meaning of this . Heartland explains that within this field , at the same time a Duel begins , Erazor can halve his opponents ' LP and add them to his own . Trey calls this a dirty tactic and Heartland agrees . He points his cane at the Number Club , calling them his opponents ' problem . Heartland proceeds to prod Tori with the cane ( Heartland gesturing with the cane is cut from the dub ) . Yuma falls on one knee , while Trey hangs on , their LP halved to 2000 . Erazor laughs as his LP increase to 8000 . He transforms into a humanoid cicada and releases a burst of energy that destroys the statue of Heartland , greatly upsetting the former mayor of the city that his image was ruined ( Heartland bemoaning his statue ' s destruction is cut from the dub ) . Yuma mutters that this must be Erazor ' s true form ( in the dub , Yuma mutters that he isn ' t liking this , while Trey agrees ) . Featured Duels . Erazor vs . Unknown Duelist . Duel is shown from an unspecified turn . Erazor control s " " ( 1200 / 2500 ) ( but it is silhouetted ) , while his opponent controls no cards and has 800 LP . Erazor ' s turn Earzor ' s opponent ' s LP are damage d through unknown means ( Opponent 800 → 0 ) . Yuma Tsukumo and Trey vs . Erazor . The Duel starts with every player having 4000 LP each , but Mr . Heartland activates a field effect , which reduces Yuma ' s and Trey ' s LP by half and Erazor gains LP by the total amount they lost ( Yuma 4000 → 2000 ; Trey 4000 → 2000 ; Erazor 4000 → 8000 ) . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode .