Yu - Gi - Oh ! ZEXAL - Episode 123 " Assimilation , Part 2 " , known as " The Hero ' s Triumphant Return ! Carrying On a Friend ' s Will ! ! " is the one - hundred and twenty - third episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on September 29 , 2013 . Summary . After Yuma and Astral return from the Astral World , Mr . Heartland exclaims , " Impossible ! " out of shock that they really made it back . Tori is relieved that the pair made it back safely . Cathy , Caswell and Trey also congratulate Yuma and Astral for returning . Yuma apologizes for making his friends wait , but Astral reminds him about Kite , who collapsed from sheer exhaustion a few moments earlier . Yuma turns and runs to Kite ' s aid , while Quinton steps forward . Yuma holds Kite in his arms and yells at him to pull himself together . Kite regains consciousness and weakly chides Yuma for being late . Yuma apologizes and Kite mutters , " slow coach " ( " That ' s okay " in the dub ) before passing out again . Yuma yells Kite ' s name just as Quinton arrives . He instructs him to look after Kite , rises and declares that he will not forgive Heartland for what he ' s done . Heartland asks what Yuma will do next . Yuma says he and Astral will take over the Duel for Kite . Heartland chuckles evilly and calls this act foolish beyond belief ( in the dub , Heartland hoped Yuma would say that ) as a dark red aura surrounds him ; how will Yuma defeat Heartland with only 1750 LP left ? He thanks Yuma for saving him the trouble of defeating him as his eyes glow red and his body transforms into a hulking , fly - like colossus . Heartland adds that with this victory , his spot with the Seven Barian Emperors is confirmed ( in the dub , Heartland also asks Yuma if he is envious of his new form ) . Yuma realizes this is Heartland ' s true Barian form then ( in the dub , Yuma replies that Heartland is revolting regardless of his appearance ) , and arms his Duel Disk and Duel Gazer . Both players yell , " Duel ! " , with Yuma taking Kite ' s remaining LP . After the Duel starts , Yuma and Astral , as well as their friends , are struck down by red lightning . Yuma asks what ' s with the damage . Heartland explains that the human field is starting to change into the Barian field . Yuma repeats , " Barian field ? ! " and Heartland confirms it , as the lightning strikes Yuma again . Heartland tells Yuma and Astral to suffer , but they manage to hold on . Yuma mutters Astral ' s name and Astral assures him he ' s fine while encouraging him to win . Yuma continues where Kite left off , when Kite had previously activate d " Prevent and Draw " - he draws a card . He draws " Rainbow Kuriboh " , whose spirit resonates with him . Heartland calls the effort useless ; with this attack , he can win . He orders " " to attack directly , but Yuma activates the effect of the " Rainbow Kuriboh " in his hand , equip ping it to an opponent ' s attack ing monster and preventing it from attacking . " Rainbow Kuriboh " fires a rainbow beam from its forehead , which cancels out the beam attack from " Buzz King " , then entraps it with a rainbow trail . Frustrated , Heartland says he ' ll save the excitement for later ( in the dub , Heartland says Yuma managed to save himself for now , but he and Kite will not be lucky next time ) and Set s a card to end his turn . Quattro says Yuma managed to escape defeat that time . Yuma mentally urges the unconscious Kite to watch over him ( Quattro ' s quote and Yuma ' s inner dialogue are cut from the dub ) . In the Barian World , Vector is in disbelief that Nash and Marin are still alive , when they should have been dead . Dumon asks Vector what ' s wrong and the insane Barian Emperor replies it ' s nothing ( in the dub , Dumon asks Vector if he ' s happy to see Nash and Marin again . Vector lies to Dumon by saying he is ) . Dumon explains that Nash and Marin were on Earth as Reginald and Rio Kastle . Vector yells , " What ? ! Shark and Rio ? ! " and Dumon confirms it . They lost their memories as Barians while living their lives as humans . Vector shakes in anger , thinking this situation is getting bad and wonders if they still remember him luring them into a trap ( in the dub , Vector wonders if Nash and Marin are seeking payback for what he did ) . From behind , Don Thousand reminds Vector to remain calm . There ' s no vengeance coming from Nash and Marin at the moment ( in the dub , Thousand tells Vector that neither Nash nor Marin remember what Vector did to them fully ) . Vector wonders if their memories are not fully surfaced yet . Nash calls out to Vector , who redirects his attention to the Barian leaders . Nash tells Vector that he sensed his doubt about him . It ' s true that he and Marin were Vector ' s enemies in the human world , but now that they have awakened as Barians , all seven Emperors must combine their strength to save the Barian World . He clenches his fist and several blank card s surround him . Nash continues that if Vector sees a hint of betrayal towards him , Vector can kill him ( in the dub , Nash challenges his allies should he doubt his loyalty to the Barians ) . Vector mutters Nash ' s name bitterly . The cards stop orbiting Nash and he absorbs them , as he declares that his and Marin ' s souls lie with the Barians . Vector says he understands ( in the dub , Vector disdainfully mutters , " Oh , joy " ) . A Baria Crystal floats down next to Vector and shows the Barian Pipe in Heartland City . Dumon asks Vector if he did this . Vector denies it and says the human and Barian Worlds are merging while giving the credit to Don Thousand ( in the dub , Dumon immediately deduces that Thousand is the one who is merging the human and Barian Worlds ) . Dumon says someone revived Thousand and Vector denies that he was the one who did so ; he claims he had no idea who did it , but speculates it could be that " fly bastard , " ( " the little fly I rescued " in the dub ) Mr . Heartland . Vector continues that this is a perfect opportunity to go to Earth , since Yuma and Astral aren ' t there . Before he can continue , Nash interrupts , while glowing with a red light . He chides Vector for taking Yuma and Astral too lightly ; they will eventually return because this is how they are ( in the dub , Nash specifies that Yuma and Astral will return because they never submit ) . Nash announces he will grant the other Emperors his power to fight them as the glow intensifies . Back at the Duel , Yuma takes his turn . Astral reminds him to Summon " Gagaga Caesar " and he complies . He also Special Summon s " Gagaga Clerk " from his hand since he control s a " Gagaga " monster . Yuma activates the effect of " Caesar " to banish a monster from his Graveyard in order to change the Level s of all " Gagaga " monsters he controls to that monster ' s . He banishes Kite ' s " Paladin of Photon Dragon " to make his monsters Level 4 . Yuma overlays his Level 4 monsters to Xyz Summon " " . Astral tells Yuma to do it and Yuma attacks " Buzz King " with " Utopia " . Cathy is surprised because " Buzz King " is stronger than " Utopia " . Heartland says he knows what ' s coming next : Yuma will negate his own attack with the effect of " Utopia " , then use " Double or Nothing ! " to attack again with twice the power ( in the dub , Heartland says he saw Yuma use the same strategy in the World Duel Carnival ) . He calls Yuma and Astral idiots and activates " Overlay Hunt " to negate the effect of " Utopia " and transfer its Overlay Units to " Buzz King " . Yuma is frustrated that his strategy backfired , while Heartland is pleased that he will soon dash his opponents ' hopes of winning . Astral chides Heartland for taking them too lightly , while Yuma says their winning formula is just getting started . Astral says there are other ways to negate attacks , as Yuma activates " Stop Hammer " . It negates the attack of the attacking monster and causes it to lose 500 ATK . The hammer swings and makes contact with the sword of " Utopia " , cancelling the attack . Heartland is perplexed and Astral explains that " Stop Hammer " would normally be used on the opponent , and Yuma finishes that they can use it on " Utopia " . Quattro is glad that the attack of " Utopia " got negated this time , giving Yuma the chance to use " Double or Nothing ! " . Heartland yells , " oh no ! " and Astral explains that this doubles the ATK of " Utopia " to 4000 , since its attack was negated . " Utopia " attacks " Buzz King " again with " Rising Sun Twin Blade Slash " and destroys it . The attack knocks Heartland away and reduces his LP to 3000 . Yuma cheers that he managed to inflict damage to Heartland , while Astral continues that the ATK of " Utopia " will return to 2000 after the battle . Heartland rises and calls Yuma and Astral bastards and says he will not forgive them while glowing with a dark aura ( in the dub , Heartland yells that he will not play nice anymore ; he will get nasty ) . He activates his face - down " Infection Medium " , since a Fiend - Type monster he controlled was destroyed . He Special Summons five " Infection Bug Token s " , each with different eye colors . Cathy exclaims that Heartland ' s monsters multiplied in number ( Cathy ' s quote is cut from the dub ) , while Astral repeats , " Five Token s ? " and Yuma points out they only have 300 ATK each ( in the dub , only Astral remarks that the Tokens are weak individually ) . Astral instructs Yuma to stay on guard and Yuma Sets a card to end his turn . Heartland starts off his turn by attacking " Utopia " with an " Infection Bug Token " , which charges at " Utopia " . Yuma and Astral wonder why Heartland would do this , since the Token is weaker . " Utopia " punches the " Infection Bug Token " with its fist and destroys it . The remains of the " Token " transform into a black cyclone of flies , which envelops " Utopia " as Heartland explains the effect of the " Infection Buzz Token " . When one is destroyed , Heartland takes no damage , while he can destroy a monster on the field and inflict 300 damage to his opponent . The fly swarm starts to fly towards Yuma , who is surprised by the turn of events . He and Astral take the 300 damage , reducing them to 1450 LP . Heartland gloats that he emptied Yuma ' s field . He attacks Yuma directly with another " Infection Bug Token " , but Yuma activates the effect of the " Rainbow Kuriboh " in his Graveyard , Special Summoning it in Defense Position when he is attacked directly . The " Infection Bug Token " destroys " Rainbow Kuriboh " instead . As his monster is destroyed , Yuma thanks it for its help . Heartland asks , " what help ? " ; his reign of destruction has already begun . The remaining three " Infection Bug Tokens " attack Yuma directly in a series of tackles that bring Yuma and Astral to 550 LP . As a safety measure , Heartland activates the Continuous Spell Card , " Infection Extension " , which Special Summons a new " Infection Bug Token " , since Heartland did not Normal or Special Summon this turn . Quattro says a new token got added this way ( in the dub , Quattro remarks that no one has insect repellent ) . Heartland continues that his opponents can only Summon monsters in Attack Position . Trey realizes that this way , Yuma and Astral can ' t defend themselves . Heartland reiterates the effect of the " Infection Bug Tokens " ; he can destroy an opponent ' s monster and inflict 300 damage to them when one is destroyed . Bronk and Quinton say if Yuma and Astral attack during their turn , they will be done for , as concluded by Heartland . Yuma rises and declares that this isn ' t over . Since his opponent Summoned a monster , he activates his face - down Continuous Trap Card " Returning Light " . Astral explains that this card Special Summons a LIGHT monster from their Graveyard and that monster is equipped with it . The monster also loses 1000 ATK . Quinton starts to list the LIGHT monsters in Yuma ' s Graveyard , but Orbital 7 interrupts , deducing that Yuma will Summon Kite ' s " Galaxy - Eyes Photon Dragon " . Yuma Summons " Galaxy - Eyes " , with 2000 ATK , in Attack Position . He muses that this is the hope Kite left for them ; this is their formula to victory ( this is not present in the dub ) . Heartland calls Yuma and Astral fools ; no matter how they use the effect of " Galaxy - Eyes " , how will they destroy five " Infection Bug Tokens " at once ? During Heartland ' s next turn , he can finish them off . Heartland ends his turn . Astral asks Yuma if he understands ; they must reverse the Duel into their favor the next turn . Yuma says he understands ; drawing the key card will set everything in place . Heartland laughs and says the only trump card they can pull out here is ZEXAL . Yuma is surprised that Heartland knew about ZEXAL . Heartland stomps his foot and yells at the Barians to lend him their power . His aura intensifies and launches upward into the sky , causing a circle of clouds overhead . He yells at his opponents to take the attack as dark lightning crackles and blasts Yuma and Astral simultaneously . Tori yells their names ( in the dub , Tori yells at Heartland to stop ) . Heartland says they can ' t use ZEXAL anymore , then . Yuma curses as he struggles in pain ( a shot of Yuma struggling is cut from the dub ) . Heartland is satisfied to see Yuma and Astral in so much pain they cannot perform ZEXAL and says that the pain is so much that they would have been happier if they never returned to Earth . Yuma smiles and laughs , while telling Heartland to stop kidding himself . Heartland says , " What ? ! " ( " Impossible ! I ' m always right ! " in the dub ) and Yuma says that no matter how much pain he feels , he can still Duel with Astral . Astral looks at his partner and Yuma calls the chance to Duel with Astral again happiness for him . He says he understands Yuma ' s feelings now . Yuma says Astral name as he and his friend reach out to each other . Astral takes Yuma ' s hand and helps him up ( Astral ' s line is cut from the dub ; also , a shot of Yuma and Astral clasping hands is replaced by previous footage of them performing the ZEXAL Morph ) . Heartland is shocked that Yuma and Astral managed to get through his attack , despite the pain they suffered . Yuma and Astral yell , " kattobingu ! " and take on red and blue auras , respectively as they start the ZEXAL Morph . During the transformation , Astral chants , " Our bonds are evolving ! Even stronger ! Even firmer ! When our bonds come together , our hearts and power become one , creating the legend , the miracle of light ! " ( " When two distant souls become one , the power of ZEXAL is revealed " in the dub ) When the light clears , Yuma and Astral have merged into ZEXAL III . Trey , Cathy and Tori are surprised that Yuma and Astral took on a new form of ZEXAL , while Heartland is enraged that this happened . Yuma raises his hand and declares , " Holy light , purify the base darkness ! ZEXAL Field ! " ( " Your power comes from hate , but the power of ZEXAL comes from friendship ! And that ' s a lot stronger , Heartland , and you ' re about to find out how strong ! " in the dub ) His gold aura intensifies and a gold sphere exudes outward . Heartland calls it stupid ; the power of the Barian World is superior . Yuma starts his turn and performs a Shining Draw , drawing " ZS - Vanish Sage " . Both Yuma and Astral are happy the card came . Yuma Summons " Vanish Sage " . He orders " Galaxy - Eyes " to attack an " Infection Bug Token " and activates its effect , banishing it and the attacked monster until the end of the Battle Phase . Trey says the Token was banished rather than destroyed , while Quattro adds that its effect will not activate ( in the dub , Trey congratulates Yuma , while Quattro says Yuma and Astral got Heartland right where they want them ) . Heartland is unconcerned because this means Yuma cannot use the effect of " Galaxy - Eyes " again and victory is still his . Yuma interrupts and activates the effect of " Vanish Sage " , banishing itself to Summon the monster that was just banished . " Vanish Sage " glows gold , then flies up and strikes the ground with its spear . This creates a green vortex that Summons " Galaxy - Eyes " with its full ATK . Yuma continues that " Vanish Sage " will banish all monsters with less ATK than the monster that was just Summoned back . " Galaxy - Eyes " has 3000 ATK , while the " Infection Bug Tokens " have 300 ATK . Heartland yells , " What ? ! " as " Vanish Sage " disappears and " Galaxy - Eyes " releases a blue beam from its mouth that eradicates the Tokens . Heartland curses at Yuma and Astral for this as Yuma declares a direct attack with " Galaxy - Eyes " . He yells , " Photon Stream of Destruction " as " Galaxy - Eyes " decimates Heartland ' s remaining 3000 LP . As the attack connects , Heartland returns to his human form . Tori yells Yuma ' s and Astral ' s names in happiness ( in the dub , Tori compliments the pair ' s comeback ) , as they separate from ZEXAL III . Heartland rises and curses at Yuma and Astral for defeating him ; punks like them have damaged his burning heart ( in the dub , Heartland swears that the Barians will take revenge on Yuma for the defeat ) . Suddenly , the ex - mayor feels a pain in his chest and the four fake " Numbers " he held float up and turn into black flames . He realizes what they are before they envelop him . Heartland screams in pain as he exclaims he is " fly - burning " and tries to beg for Vector ' s mercy . The spectators of the Duel watch in horror as Heartland is burned alive ( several shots of Heartland burning are cut from the dub ) . The flames eventually take on the form of Don Thousand , who Astral recognizes , before vanishing . Yuma starts to tell Astral about the four " Numbers " , but he reminds him that they are not really " Numbers " at all ( in the dub , Yuma asks if the apparition was Heartland ' s " Number " , but Astral tells him it is not ; it is Don Thousand ) . Yuma understands and Astral thinks , " Don Thousand . . . " Yuma ' s friends run up to him . Bronk congratulates him and Astral for the victory . Caswell concludes that Yuma is truly back to his old self , while Cathy yells her own version of " kattobingu " . Trey and Tori welcome Yuma back formally . Meanwhile , Kite regains consciousness and Orbital asks if his master is alright . Kite simply asks if Yuma won , which Orbital confirms . He smiles in satisfaction and closes his eyes again . Yuma learns that Flip was taken to the Barian World from his friends . He curses the Barians for what they did and wonders why they are doing it . Tori tells the others to look up , as red lightning crackles overhead . Featured Duel : Yuma Tsukumo vs . Mr . Heartland . " Duel continues from the previous episode . " Kite is unable to continue the Duel , so Yuma takes his place and continues the Duel with Kite ' s remaining 1750 LP . Turn 3 : Mr . Heartland < br > Yuma draws his opening hand , then an additional card via the effect of Kite ' s " Prevent and Draw " - " Rainbow Kuriboh " . " " attack s directly . As his opponent is attacking with an Xyz Monster , Yuma activates the effect of the " Rainbow Kuriboh " in his hand , equip ing it to the attacking monster and preventing it from attacking . Heartland Set s a card . Turn 4 : Yuma < br > Yuma draws and Normal Summon s " Gagaga Caesar " ( 1800 / 600 ) . As he controls another " Gagaga " monster , Yuma Special Summon s " Gagaga Clerk " ( 400 / 800 ) from his hand in Attack Position via its own effect . Yuma activates the effect of " Caesar " , banish ing a monster from his Graveyard to change the Level of all face - up " Gagaga " monsters he controls to that of the banished monster . He banishes Kite ' s " Paladin of Photon Dragon " , so the Levels of " Caesar " and " Clerk " become 4 . Yuma overlays his two Level 4 monsters to Xyz Summon " " ( 2500 / 2000 ) in Attack Position . " Utopia " attacks " Buzz King " , but Heartland activates his face - down " Overlay Hunt " , negating the effect of his opponent ' s Xyz Monster , detach ing its Overlay Units and attach ing them to his own . The effects of " Utopia " are negated and its Overlay Units attached to " Buzz King " ( " Utopia " ORU 2 → 0 , " Buzz King " ORU 0 → 2 ) . Yuma activates the Quick - Play Spell Card " Stop Hammer " from his hand , negating the attack by having the attacking monster lose 500 ATK ( " Utopia " 2500 → 2000 ) . As an attack was negated , Yuma activates " Double or Nothing ! " , doubling the ATK of " Utopia " ( 2000 → 4000 ) during damage calculation and allowing it to attack again . " Utopia " attacks and destroy s " Buzz King " ( Mr . Heartland 4000 → 3000 ) . At the end of the Battle Phase , the ATK of " Utopia " returns to normal ( 4000 → 2000 ) . As a Fiend - Type Xyz Monster he controls was destroyed , Heartland activates his face - down " Infection Medium " , Special Summoning five " Infection Bug Token s " ( 300 / 300 each ) . Yuma Sets a card . Turn 5 : Mr . Heartland < br > An " Infection Bug Token " attacks " Utopia " , destroying itself . Its effect activates , Heartland takes no battle damage from that battle and he can destroy a monster his opponent controls , then inflict 300 damage to his opponent . Heartland destroys " Utopia " ( Yuma 1750 → 1450 ) . Another " Infection Bug Token " attacks directly . As his opponent declared a direct attack , Yuma activates the effect of " Rainbow Kuriboh " in his Graveyard , Special Summoning it ( 100 / 100 ) in Defense Position . A replay occurs and the " Infection Bug Token " attacks and destroys " Rainbow Kuriboh " . The remaining " Infection Bug Tokens " attack Yuma directly ( Yuma 1450 → 550 ) . As he has not Normal Summoned a monster this turn , Heartland activates " Infection Extension " , Special Summoning an " Infection Bug Token " ( 300 / 300 ) . In addition , as long as it remains face - up , Yuma must Normal and Special Summon monsters in Attack Position and if an " Infection Bug Token " is destroyed , he will take 300 damage . Yuma activates his face - down " Returning Light " , letting him Special Summon a LIGHT monster from his Graveyard and equip it with this card , with the equipped monster losing 1000 ATK . Yuma Special Summons Kite ' s " Galaxy - Eyes Photon Dragon " ( 3000 → 2000 / 2500 ) . Turn 6 : Yuma < br > Astral and Yuma perform a ZEXAL Morph into ZEXAL III . Yuma performs a Shining Draw , drawing " ZS - Vanish Sage " ( 500 / 100 ) , which he Normal Summons . " Galaxy - Eyes " attacks an " Infection Bug Token " . Yuma activates the effect of " Galaxy - Eyes " , banishing it and the monster it is battling until the end of the Battle Phase . As exactly one monster he controls was banished , Yuma activates the effect of " Vanish Sage " , banishing itself to Special Summon the banished monster , then banishing all monsters on the field with less ATK than the Special Summoned monster . " Galaxy - Eyes " ( 3000 / 2500 ) is Special Summoned , thus banishing all the " Infection Bug Tokens " . " Galaxy - Eyes " attacks directly ( Heartland 3000 → 0 ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .