Yu - Gi - Oh ! ZEXAL - Episode 103 " Barian Vengeance : Part 1 " , known as " Alito the Silent Fighter - Reunion of the Passionate Duelists ! " in the Japanese version , is the one hundredth and third episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on May 12 , 2013 and in the United States on March 29 , 2014 . Summary . In the Barian World , Dumon and Mizar are called by Vector at their usual meeting spot . Dumon asks why Vector brought them here . Mizar says that if the announcement was boring , Vector won ' t be leaving easy . Vector chuckles and says that they should rejoice , as Alito and Girag have awoken , much to Dumon ' s and Mizar ' s surprise . Girag and Alito had used up their powers in the human world , which was why they had to recover for a long time . Alito says that he couldn ' t just stay asleep after how pathetic his partners had been . Mizar is offended at Alito ' s new attitude . Vector tells him to calm down and show some gratitude because they got two of their friends back . Mr . Heartland flies in front of Vector , yelling his new catchphrase , " Fly Burning ! " ( Heartland does not say this catchphrase in the dub ) He is proud to announce that he has news that he had been wanting to share with the group for a long time . Heartland pauses and asks if the Barians did not call him . Dumon speaks up , noting that a " Mythyrian Number " is within the ruins of Spartan City ( in the dub , Dumon says that he and Mizar already figured out the location of the " Number " ) . Heartland confirms it and adds that Yuma Tsukumo is heading there as well . Alito reacts to Yuma ' s name in shock . Heartland is intimidated and exclaims that Alito ' s glare is causing his face to itch ( Heartland being intimidated and scratching his face is cut from the dub ) . Girag suggests an ambush attack ; if they wait at the ruins , Yuma and his friends will run into them . Alito steps down and volunteers to go to the ruins . He calls Yuma his prey and leaves immediately through a portal . As he leaves , Alito swears that he will beat Yuma with his own hands ( in the dub , Alito says that he has a bone to pick with Yuma and that it has become personal ) . In Spartan City , Astral confirms that it is the location of a " Mythyrian Number " can be found . Yuma comments that it seems more livelier than the other ruins they ' ve been to ( in the dub , Yuma notes that this is the newest set of ruins that they ' ve been to yet ) . Tori and Rio come back from shopping , saying that they enjoyed themselves . Tori says that she heard that the pasta and pizza at Spartan City is delicious . Rio agrees with her and Tori yells her own version of " kattobingu " in excitement ( in the dub , Tori suggests that she and Rio do a restaurant survey , while Rio adds that they can pick up on local dance moves ) . Yuma is annoyed that the girls toured around in Spartan City instead of focusing on their mission . Meanwhile , in the Different Dimension Airship , Orbital 7 sings a song about everyone in town looking around , while he is in the airship all by himself . Frustrated , he yells that it ' s become lonesome in here ( in the dub , Orbital does not sing ; instead , he flat - out complains that he was left behind and that robots need some excitement once in a while . When the others return , Orbital plans to throw a tantrum ) . While walking in the streets , Tori asks where they should start looking for the ruins . Rio says that they can ' t just search aimlessly ( in the dub , Rio suggests that they ask the locals or buy a guidebook ) . Yuma suddenly notices something . Kite asks if Yuma found anything . Yuma points to an advertisement about the Pro Duelist Spartancity Tournament . Tori is annoyed because Yuma had nothing in his head but Dueling . He corrects them , pointing out a Duelist on it , who is actually Nistro , referred to as " Nistromo the Star Voyager " . Kite recognizes Nistro , much to the surprise of his friends . Kite remembers several memories of Nistro participating in the World Duel Carnival . In the tournament , the announcer introduces Muscules the Magnificent as the crowd cheers . Next , he introduces the " mysterious masked man descending like a shooting star " and the " messenger from the stars , " Nistromo the Star Voyager ( " the mysterious masked Duelist hailing from outer space " in the dub ) . As Nistro encourages the crowd to cheer for him , the announcer continues that Nistro is popular among kids . Nistro exclaims that the cheering lifted his mood ( in the dub , Nistro asks the crowd if they ' re ready to blast off ) . Back in the streets of the city , some children are watching Nistro ' s Duel , while Alito walks past them and watches the Duel as well . Nistro defeats Muscules by attacking directly with " Heroic Champion - Kusanagi " , winning the tournament . Later , he is seen backstage signing autographs for children , with Dextra supervising the session . A girl says that the next Duel is for the title of champion , while a boy encourages that Nistro can win . Nistro agrees . Yuma calls out to Nistro and asks for an autograph as well . Both Nistro and Dextra are happy to see Yuma and his friends . At the lounge , Yuma says that he did not expect Nistro to become a Pro - Duelist . Nistro says that he is the envoy of the stars , " Nistromo the Star Voyager " ( in the dub , Nistro says that people love his new persona ) . He won many challenges and his next battle is for the title of Champion . Tori asks if Dextra is also a Pro - Duelist . Dextra replies no , because she is Nistro ' s manager . Nistro says that he tried to talk Dextra into debuting with him as a Tag Team , but she refused . Dextra is frustrated that Nistro brought this up . Tori and Rio imagine Dextra wearing Nistro ' s costume . A flustered Tori says that she understands why , while Rio adds that the outfit may be a little too tight ( Tori ' s and Rio ' s fantasy of Dextra wearing Nistro ' s outfit is cut from the dub ) . Yuma asks about the " Star " motif . Nistro tells them that he wanted to show children a star of hope . He tells them that he and Dextra grew up in a horrible town full of trash . They tried their best to survive everyday . Despite their hardship , they found happiness in Dueling . A heated Duel that makes you really excited made Nistro and Dextra start looking toward a dream . Dextra continues that the dream became their star of hope . Nistro adds that no matter how dark the night sky may be , if at least one star is visible , then you can live and head toward it . He says that he wanted to show children that star of hope , which was why he came up with the title , " Nistromo the Star Voyager " . Nistro realizes that he talked too much , embarrassed ( Nistro ' s and Dextra do not tell the group about their childhood in the dub ; Nistro instead says that by becoming Nistromo , he can be a hero that young people can look up to . He also says that this may seem corny to Yuma and the others ) . Yuma and Shark agree with Nistro ' s goal . Kite steps forward and says that he understands Nistro ' s dream because Kite fought hard to save Hart . Rio chimes in and sarcastically adds that Shark does not really care for her . After the conversation , Dextra asks why Yuma and his friends are in Spartan City . Yuma replies that they ' re searching for a ruin . In a bar , Alito comes in ( a pan of the bar ' s interior is cut from the dub ; the alcoholic drinks are also removed from the shelves and counter ) . The bartender welcomes him without looking up . He asks what he can get him . Alito brainwashes the bartender and asks where he can find Spartan City ' s ruins . At lunch time , Yuma and his friends , along with Nistro and Dextra talk about the " Mythyrian Numbers " . Nistro asks if Yuma ' s father left clues in the other ruins . Yuma then inquires about the legend associated with Spartan City ' s ruins ( in the dub , Yuma also confirms Nistro ' s question ) . Nistro confirms one place where the " Number " might be , coliseum ( in the dub , Nistro heard the locals talking about the legend ) . Dextra informs the group about the legend of a gladiator ' s soul wandering the coliseum . Kite asks about the legend . Dextra and Nistro tell the legend : In this land , there was a gladiator who won many fights with his fists alone . He had a rival , the country ' s prince . Both of them fought each other numerous times ( the blood is removed from the dub ) . Their fighting spirits formed a bond that surpassed their positions . The prince and gladiator met for one final showdown , but letting the prince lose in front of a large crowd was not allowed . The prince ' s advisors falsely charged the gladiator for a crime and captured him . The prince pleaded that the gladiator , his rival , was innocent . The advisors refused to listen to him and the gladiator was executed in front of a large crowd ( in the dub , some details of the legend were changed . The prince ' s advisors were unhappy about the rivalry and sought ways to get rid of the gladiator for good . In the end , the gladiator was banished ) . Tori says that this is cruel . Dextra continues the legend ; after the gladiator ' s execution , the country was destroyed , but the prince ' s spirit has been said to still wander the coliseum ' s ruins . Kite guesses that the prince held a grudge for being executed for a false charge . Nistro says that this isn ' t it ; the prince still wants to fight because of the regret for not being able to finish his fight with his rival , which called his spirit back to the coliseum . Dextra adds that the ruins are currently submerged in a lake . Yuma is surprised at this revelation . Dextra points outside the window to the ruins ' location . She explains that in order to seal the wandering spirit of the gladiator , the city ' s residents built a water bank here . Yuma asks on what they should do next . Rio suggests that they go the next day , since night would soon fall . Astral appears outside the Emperor ' s Key and thinks that the ruins are underneath the lake ( in the dub , Astral thinks that retrieving the " Number " from the lake will not be easy ) . That night , Alito arrives at the lake and muses that Yuma hasn ' t arrived yet . He holds up several cards in his hand and decides to proceed and mess up the ruins . Meanwhile , Nistro is unable to sleep . He recalls the words the children said to him earlier . He decides to go for a ride , hoping to ease his nerves . He thinks that he ' s unable to sleep because of all the pressure ( in the dub , Nistro remarks that this is the first time that this has happened to him and that it ' s not a good sign ) . Nistro arrives at the ruins and remembers the legend ' s moral , " Those who obtain the soul of the gladiator are said to have unparalleled strength dwelling inside them " ( " Whoever captures the spirit of the warrior will gain extraordinary power " in the dub ) . He thinks that he can ' t believe that he came to the ruins in the middle of the night still believing in the legend , especially when the ruins are at the bottom of the lake . Elsewhere , Alito snaps his fingers , causing the " Blast with Chain " cards in the slots he had put in earlier to glow and set off several explosions . This drains the lake . The ground beneath Nistro caves in and he falls . At the hotel , Astral feels a presence and wakes Yuma up . Both of them go to the balcony with Kite , Rio and Shark already there . Kite reports that the water in the lake ran dry . He passes his binoculars to Yuma to let him get a closer look . Yuma scans the area and finds a coliseum where the lake was . He asks if this is the place where the " Number " is ; Kite replies that this is most likely the place . Shark says that the Barians must be there . Astral adds that if they were already there , the " Number " may be in danger of being taken . Rio places a hand on Shark ' s shoulder and says that she feels uneasy ( in the dub , Rio senses a dark power down there ) . Dextra comes in to ask what happened . Meanwhile , in the hotel room , Tori is still sleeping , dreaming about Spartan City ' s pasta ( Tori being asleep is cut from the dub ) . Nistro recovers from the fall and looks at the coliseum in surprise and awe ( in the dub , Nistro mutters that the fall must have rattled his brain ) . Meanwhile , Dextra drives Yuma and his friends ( except for Tori ) to the ruins . Yuma apologizes to Dextra for bothering her in the middle of the night . Dextra tells Yuma not to worry about it because they were in a hurry and wonders where Nistro went off to . On a hallway wall , the legend mentioned previously by Nistro and Dextra is rendered in murals . Alito walks by them , as he feels a similar presence to what Vector had felt in Number 65 ' s ruins . Alito arrives at the location of the " Mythyrian Number " , with the card wedged between two of the fingers on a statue of a hand . He jumps up and yells if that really is the " Number " ( in the dub , Alito yells that he will take the " Number " and use it against Yuma ) . Before he can grab it , a force field surrounds the statue , preventing him from getting to the card . A voice rings out , saying that those who lack a heated fighting spirit will not take its soul . The voice belongs to a gladiator in a silver helmet , who asks if Alito loves fighting with all his heart . Alito affirms that he does and swears that he has the fighting power to defeat Yuma Tsukumo . The gladiator ' s eyes glow red and asks if Alito is the one . Alito ' s fist shatters the force field completely , allowing him to take the " Number " . The statue explodes and Alito muses that the " Number " he just got is a powerful one . Then he realizes that using it could be a huge risk for the wielder . Nistro calls out to Alito from behind , asking what he ' s doing there . Alito recognizes him as the Pro Duelist who won the tournament earlier . Yuma and his friends arrive , confused as to why Nistro is at the coliseum . Yuma sees Alito and he reveals himself to Yuma , while muttering his name in distaste . Yuma is happy to see Alito again and says that he was really worried . Alito replies that he was worried too as he did not want anyone else to beat Yuma but him ( in the dub , Alito says that he recovered and that he can ' t wait to have another Duel with Yuma ) . The " Number " card glows with an orange aura . Alito wonders if the " Number " wants to fight , but the " Number " is too zealous for him . Nistro is confused and asks what is happening and if Yuma knew Alito ( in the dub , Nistro tells Yuma that Alito was the one who set off the explosives at the lake ) . Alito decides to use Nistro as the wielder of the " Number " . He throws the card to Nistro , who catches it . Nistro is surprised that Alito gave him a " Number " . Alito holds up " Rank - Up - Magic Barian ' s Force " and brainwashes him into using the " Number " to defeat Yuma . Nistro is shocked by electricity , surprising everyone present . A Barian Emblem appears on Nistro ' s forehead and Nistro , now under the Barians ' control , says that he will do everything for the Barian World . Yuma demands why Alito brainwashed Nistro . Dextra asks what Yuma means , then turns to Alito , asking who exactly he is . Alito introduces himself as one of the Seven Barian Emperors . This leaves Dextra confused ; she asks why a Barian would be on Earth because she thought that they were defeated after Yuma ' s Shark ' s and Kite ' s Duel against Dr . Faker . Alito suggests a Tag Duel , as enough people are present . Dextra repeats " Tag Duel " in surprise ( in the dub , Dextra questions why they would do this ) . Yuma says that they must win to release Nistro from Alito ' s control . Dextra accepts the challenge and agrees to team up with Yuma because she is Nistro ' s manager . If Nistro ' s heart falls into enemy hands , it ' s her duty to get it back ( in the dub , Dextra says that she can ' t just stand back and let the Barians use Nistro as a puppet and that she will fight against Nistro to save him ) . Yuma agrees to let Dextra be his partner . Shark objects because Alito isn ' t an ordinary person and volunteers to Duel instead of Dextra ( in the dub , Shark offers to Duel because Dextra never Dueled a Barian before ) . Kite stops Shark and tells him to let Dextra handle this . Alito tells Yuma to put on a happier face - isn ' t he excited to Duel him again ? Yuma admits that this is true ; he wanted to have another heated Duel with Alito like last time , but not when Alito involved Nistro like this . Alito tells Yuma not to worry about it because after some thought , he decided to put Nistro to work ( in the dub , Alito replies that he needed Nistro ' s help and that Nistro will give it his all ) ; Alito pounds his fist on Nistro ' s chest as he finishes this statement . Yuma repeats , " useless ? " in bewilderment . Alito says that this is enough chatting and throws off his cloak . All four players arm their D - Pad s ; Yuma dons his Duel Gazer , while Nistro ' s and Dextra ' s Duel Gazer tattoos appear and Alito ' s left eye turns red . Nistro starts the Duel by Normal Summon ing " Heroic Challenger - Ambush Soldier " . Yuma mutters Nistro ' s name . He takes the next turn as he draws " Gagaga Magician " . He thinks about why Alito is acting this way . Astral tells Yuma to calm down and not to let anger mislead his judgment . Yuma says that he knows and calms down . He Normal Summons " Gagaga Magician " . He then activates " Gagagamirror " , which lets him treat it as a monster with the same Level as a " Gagaga " monster for an Xyz Summon . The mirror reflects " Magician " before turning to face Yuma ' s opponents . Yuma then overlays his two Level 4 monsters to Xyz Summon " " . Alito calls Yuma ' s play hot - blooded ( in the dub , Alito notes that Yuma must be worried because he Summoned his best card on his first turn ) . Yuma says that during the first turn , neither player can attack , so he Set s a card to end his turn ( in the dub , Yuma says that Alito should be the one who ' s worried ) . Alito chuckles and says that the Duel will continue until a team is completely crushed ( in the dub , Alito says that all this tough talk will not save Yuma for what is coming up ahead ) . He starts his turn and Sets a monster and a Spell / Trap Card . Dextra goes next and Sets a monster and two Spell / Trap Cards . From the sidelines , Rio observes that Alito ' s aura is different than before ( Rio ' s observation is cut from the dub ) . Nistro takes his turn and Summons " Heroic Challenger - Clasp Sword " . He activates the effect of " Ambush Soldier " , Tributing it to Special Summon two " Heroic Challenger " monsters from his hand , with their Levels reduced to 1 . He Summons " Heroic Challengers " " Double Lance " and " Night Watchman " . Nistro overlays his three Level 1 monsters to Xyz Summon " " . Yuma exclaims that this must be the " Number " from the ruins , while Dextra notes that it only has 100 ATK . Nistro explains that " Lion Heart " cannot be destroyed by battle while in Attack Position . He attacks " Utopia " with " Lion Heart " . Dextra is surprised , exclaiming that Nistro will take 2400 damage from the attack . Nistro activates the effect of " Lion Heart " to make Yuma take the same amount of damage as Nistro . " Utopia " pulls its fist back in response to the effect , leaving Yuma and Astral in shock . Nistro declares , " Pouncing Punch " , as " Utopia " and " Lion Heart " punch each other on the face . An explosion knocks Yuma and Nistro back , reducing their Life Points to 1600 . A concerned Dextra yells Nistro ' s and Yuma ' s names . Astral asks if Alito is aiming for a reckless simultaneous suicide strategy ( in the dub , Astral asks if Alito wants Yuma and Nistro to exchange blows until one of them collapses ) . Alito says that Astral is correct , but admits that he isn ' t involved in this - it ' s Nistro . Alito laughs maliciously and mockingly says that Nistro will be crushed bravely with Yuma ( in the dub , Alito says that as a puppet , Nistro is useful , but completely disposable ) . Yuma gets up and asks what exactly happened to Alito . He yells that it ' s not like Alito to fight like this . The Barian Emperor replies that the hatred of losing to Yuma was what changed him ( in the dub , he yells that he will do anything to defeat Yuma ) . Alito laughs maliciously as Yuma is presented with the possibility of losing Nistro . Featured Duels . Nistromo the Star Voyager vs . Muscules the Magnificent . Duel is shown from an unspecified turn . Nistromo the Star Voyager control s " Heroic Champion - Kusanagi " ( 2500 / 2400 ) in Attack Position , while Muscules the Magnificent controls no cards and has 800 Life Points . Nistromo the Star Voyager ' s turn " Kusanagi " attack s directly ( Muscules the Magnificent 800 → 0 ) . Yuma Tsukumo & Dextra vs . Alito & Nistro . Turn 1 : Nistro Nistro Normal Summon s " Heroic Challenger - Ambush Soldier " ( 0 / 0 ) . Turn 2 : Yuma Yuma Normal Summons " Gagaga Magician " ( 1500 / 1000 ) . He then activate s " Gagagamirror " , letting him target a " Gagaga " monster he control s and treat this card as an Overlay Unit of the same Level . He targets " Gagaga Magician " and overlays his two Level 4 monsters to Xyz Summon " " ( 2500 / 2000 ) in Attack Position . Yuma Set s a card . Turn 3 : Alito Alito Sets a monster and a card . Turn 4 : Dextra Dextra Sets a monster and two cards . Turn 5 : Nistro Nistro Normal Summons " Heroic Challenger - Clasp Sword " ( 300 / 100 ) . Since " Ambush Soldier " has been face - up for more than one turn , he is able to activate its effect . He can Tribute it to Special Summon two Level 4 or lower " Heroic Challenger " monsters from his hand and if he does , their Levels becomes 1 . Nistro Special Summons " Heroic Challenger - Double Lance " ( 1700 / 900 ) and " Heroic Challenger - Night Watchman " ( 1200 / 300 ) , with their Levels becoming 1 . Nistro overlays his three Level 1 monsters to Xyz Summon " " ( 100 / 100 ) in Attack Position . " Lion Heart " attack s " Utopia " . When " Lion Heart " is in face - up Attack Position , it cannot be destroyed by battle and any battle damage its controller would take involving " Lion Heart " is also inflicted to the opponent ( Yuma 4000 → 1600 , Nistro 4000 → 1600 ) . " Duel continues in the next episode " . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .