Yu - Gi - Oh ! ZEXAL - Episode 074 " Attack of the Barians : Part 1 " , known as " Barian Invasion ! The Frightening Chaos Xyz Change ! ! " in the Japanese version , is the seventy - fourth episode of the " Yu - Gi - Oh ! ZEXAL " anime and the first episode to use the subtitle " Yu - Gi - Oh ! ZEXAL II " . It first aired in Japan on October 7 , 2012 and in the United States on August 17 , 2013 . Summary . Within the Barian World , four cloaked figures gather . One of them , Dumon , says that they gave power to humans to gather the " Number s " and destroy the Astral World , but both Vetrix and Faker lost to ZEXAL . Mizar , his eyes glowing yellow , asks Dumon what he intends to do now - can they still afford to be spectators ? Dumon , his eyes glowing red , responds that they ' ll do it themselves this time . Mizar points out that beings of the Astral and Barian Worlds are higher energy beings , so they can ' t directly interact with one another . He adds that that was the reason they used the humans to begin with , wasn ' t it ? Girag chimes in , saying that they can ' t appear on Earth in their true forms , nor can they directly collect " Numbers " . Dumon says they must go anyway - they need the " Numbers " . Alito leaps to his feet and says he doesn ' t want to waste his time like Vector did and vanishes in a veil of pink energy . Turning to Girag , Dumon says he should go . Girag seems skeptical at being chosen , but Dumon says that as a brave warrior of the Barian World , Girag can accomplish their goal . Punching through a nearby Baria Crystal , Girag says it can ' t be helped then and that he ' ll snatch all the " Numbers " at once . He vanishes through a portal in the same way Vetrix would and Dumon mutters that he ' s depending on Girag . Within the vessel in the Emperor ' s Key , Astral states that with the conclusion of the Duel Carnival , they ' ve collected fifty " Numbers " . Raising his hand , the colored numbers fly from it and into the pillars . He muses that with them , he ' ll gain some guidance . As flash of light radiates out and Astral appears in a sphere of blue blank cards , saying " this is . . . " . Yuma curses as he walks home from school with Tori , saying it was he who won the World Duel Carnival . Tori says he seemed pretty happy anyway , but Yuma says that ' s not the point . He adds that he doesn ' t know where Bronk and the others went either , they rushed off after school . Due to that , he didn ' t even get to Duel today . Tori giggles and tells him they gathered for special training . Yuma asks what she means and Tori reveals that they stayed to train , since they don ' t want to lose to Yuma . Yuma wonders why they didn ' t tell him and Tori responds that they don ' t need to tell him everything . Tori asks what ' s going on with Astral - she hasn ' t seen him today . Yuma says he ' s been staying in the key , but that he doesn ' t mind , since he ' s not bugging him . As they near the road , Yuma sees Shark on his motorcycle . He yells his name and waves him down . Shark stops and Yuma asks how his injury is . Shark says he ' s fine and Yuma asks him if he wants to Duel . Shark responds that he can ' t right now , he ' s on his way to see his his sister . Yuma realizes he must be going to the hospital then . Shark says the Duel Carnival may be over , but his sister is still not healed . At the pier , a large group of thugs on motorcycles gather . Several of them are racing . At the top of a flight of steps sits Fender on a throne , as a news broadcast airs in the background . The broadcaster says that this is an urgent announcement . She reveals that the in the suburbs of Heartland City , a cash transport has been looted . Two underlings hold briefcases of money out to Fender , who says he ' ll gain great power with it - more power than anyone . In the sky above the water , a large portal appears and from it fires a gout of pink energy . In the hospital , Rio is surrounded in a purple aura and screams out in pain . Shark and Yuma both seem to sense that something has happened . Elsewhere , Orbital 7 informs Kite that their devices have picked up abnormal gravity waves at Bay area 3013 . Tori seems to sense something too and asks what ' s going on . Yuma isn ' t sure either , while Shark gets a call from the hospital . Back at the pier , a sphere of pink energy hits the ground and from it emerges Girag , in a human form and dressed in a school uniform . He says this is the world where Yuma Tsukumo resides , then . One of thugs asks who he is , with Girag saying this world is filthy - there ' s dirt in the very air . He adds it could be a good place to live , if you were a cockroach . Fender is enraged that he would look down on them and orders his thugs to attack . They rush Girag while brandishing various weapons , but Girag simply vanishes and reappears in the center of the crowd . He says he ' s right here and vanishes again before anyone can react . He makes his way through the crowd this way until he reaches Fender . Girag laughs and Fender rears back and punches Girag square in the face . Fender laughs now , asking how that was . Girag cackles and as Fender withdraws his fist , Girag appears unscathed . Girag tells Fender he has pretty eyes and hoists the man by the neck with one arm . He adds he likes eyes like that - scared like a frightened animal ( this exchange is cut from the dub ) . Girag says he heard they want power . He claims he ' ll give it to them and throws Fender to the ground , continuing that it will be no small it of power , it will be the strongest power . He holds a card aloft called " Rank - Up - Magic Barian ' s Force " . It glows with energy and Girag says they ' ll work for the Barian World now . The entire crowd is hypnotized and begins chanting " Barian ! " . Within the blue sphere , Astral is surrounded by " Numbers " . He muses that they are trying to tell him something . This is a different memory - a very important one . Near the school , Bronk is Dueling Caswell as Cathy and Flip watch . They hear motorcycles approaching . Shark arrives at Rio ' s room in the hospital , Yuma and Tori in tow . He rushes to Rio and the doctor turns to him , saying her condition suddenly worsened thirty minutes prior . The doctor tells his nurse to get the ready . Rio is panting and struggling to breath , but manages to say that a disaster is coming . " They " are coming to take away " the most important thing " . Yuma recalls the Door saying the same thing . Clutching the Emperor ' s Key , he recalls his time with Astral and seems to conclude that its Astral he ' ll lose . Yuma arrives at the school and sees Bronk , Caswell , Cathy and Flip injured on the ground , their cards littered around them . He rushes to them . Bronk starts to stir a bit and Yuma clutches Cathy ' s shoulders as he begins to get up . She apologizes , saying they all tried their best for Yuma , but he was too strong . Bronk says he told Yuma not to come . Yuma responds the couldn ' t leave them . Fender appears on a nearby walkway , laughing . He says Yuma showed up after all , then . ( in the dub , he says that he knew that Yuma couldn ' t stay away from his friends ) He demands Yuma hand over all the " Numbers " now . Yuma asks who he is and what he would want with the " Numbers " . Fender says he was given great power by Barian as he glows with pink energy ( in the dub , Fender says he wants the " Numbers " because the Barian World needs them ) . He claims he ' ll make Yuma a stepping - stone for the Barian World . Yuma is confused - he thought Barian had been already been defeated . Fender responds that that Duel was only a prologue and the new stage has already had its curtain opened . Yuma says he ' ll accept the challenge then and arms his D - Pad . Fender ' s left eye glows red and he arms his own D - Pad , while Yuma dons his D - Gazer . The two yell " Duel ! " . Atop the vessel in the key , Astral says that the key has closed and he doesn ' t know why , but he also has a feeling that a Duel has begun . Cathy tells Yuma to " kyattobingu " . Fender says he ' ll go first . He Normal Summon s " Djinn Cycle " and activate s " Dark Engineering " , letting him Special Summon a Level 3 or lower Machine - Type monster from his hand with the same name as one he control s . He Special Summons another " Djinn Cycle " . Seeing two Level 3 monsters , Yuma wonders if it ' s coming now . Fender announces that he ' s overlaying his two Level 3 monsters . He Xyz Summon s " Mechquipped Angineer " in Attack Position . Yuma is impressed by the first turn Xyz Summon , but surprised that the monster has only 1800 ATK . Fender laughs and tells him its too soon to relax . The effects of both " Djinn Cycles " activate as they were used as Overlay Units - each will deal 400 damage to Yuma . " Angineer " lets out a hail of energy bursts , which hit Yuma . Within the key , Astral is struck by lightning . Both scream in pain as Yuma ' s Life Points fall to 3200 . Fender laughs and ends his turn , telling Yuma it ' s useless to struggle - he is powerless against Barian . Yuma thinks he ' d have a chance if he could use " " , but then changes his mind - he must fight under his own power . Astral has always fought with him and helped him ; it ' s his turn to protect Astral . Yuma draws and within the key , Astral pushes against the edge of the vessel . Lightning strikes behind him again . He realizes Yuma is having a Duel with the " Numbers " at stake . " Utopia " appears before him and Astral muses it wants to help Yuma . It streaks away in a yellow light . Yuma ' s Deck case glows and he realizes " Utopia " has appeared . Yuma Normal Summons " Goblindbergh " , whose effect activates , letting him Special Summon a Level 4 or lower monster from his hand . " Bachibachibachi " is airdropped in by the crate that " Golindbergh " carries . He activates " Plus Star 123 " , which will let him add 1 , 2 or 3 Levels to a Level 4 or lower monster he controls . He increases the Level of " Bachibachibachi " by 1 , to 4 . Yuma overlays his two Level 4 monsters to Xyz Summon " Utopia " in Attack Position . Fender isn ' t surprised to see " Utopia " . Yuma orders " Utopia " to attack " Angineer " , but Fender activates the effect of " Angineer " , detach ing an Overlay Unit to switch it to Defense Position and prevent its destruction by battle ; a rainbow - colored barrier surrounds " Angineer " as it switches battle position . Yuma reveals that when " Bachibachibachi " is used as an Overlay Unit , the Summoned Xyz Monster can inflict piercing Battle Damage . Fender yells " What ! " and Yuma orders " Utopia " to attack with " Rising Sun Bachibachibachi Slash " . " Utopia " fires a beam from its sword , hitting " Angineer " and destroying its barrier . Fender ' s Life Points fall to 2500 and he ' s thrown onto his back . Cathy cheers and tells Yuma to keep it up , while Flip tells him to do his best . On a high wall above the area , Girag watches the Duel . Though he admits Yuma is quite good , Astral isn ' t there , which confuses him . Yuma ends his turn and asks Fender if he ' s seen the power of " Utopia " now . Fender laughs and begins to glow with pink energy , saying he ' s been waiting for this . He draws and tells Yuma to have a good look at Barian ' s power . He activates " Rank - Up - Magic Barian ' s Force " . Girag muses that this is where it will be worth watching from . Fender says that this card allows him to " Rank - Up " an Xyz Monster to Summon a " CXyz " monster . He says he ' ll rebuild the Overlay Network with " Angineer " , who turns into an orb of yellow light and flies back into the Network . Fender yells " Chaos Xyz Evolution " and a rainbow spectrum of spherical light bursts from the portal . He chants , " Barian Power , born of Chaos , visit your judgment on this world of filth ! " Lines of green squares form a sphere around the rainbow energy and from it a monster emerges - " CXyz Mechquipped Djinn Angeneral " . Its Overlay Units appear not as orbs of energy , but as two red panels in front of it . Bronk doesn ' t know what this monster is and Caswell wonders how the Rank was changed . Flip adds he ' s never seen a monster like this before . Fender says the power of Barian will send Yuma to hell and reveals that a monster Summoned with " Barian ' s Force " can absorb the Overlay Units of the opponent ' s monster . Declaring " Chaos Drain " , the Overlay Units of " Utopia " appear behind " Angeneral " . Yuma says he can ' t use the effect of " Utopia " then . Fender says he ' s not done - the monster whose Units were drained will lose 300 ATK for each drained Yuma . " Utopia " moans in pain as pink energy surrounds it and its ATK drops to 1900 . Fender says that before the " CXyz " and " Barian ' s Force " , " Utopia " is powerless . In the key , lightning cracks again and Astral mutters Yuma ' s name . Back in the hospital , Tori clutches the key and says the same as she stands by Rio , Shark nowhere in sight . Fender laughs and tells Yuma its over - he ' ll take all the " Numbers " now ( in the dub , he says that the " Numbers " will belong to Barian World ) . Featured Duel : Yuma Tsukumo vs . Fender . Turn 1 : Fender Fender draws . He then Normal Summon s " Djinn Cycle " ( 3 / 400 / 400 ) in Attack Position . He then activate s " Dark Engineering " to target " Djinn Cycle " ( as it ' s a Level 3 or lower Machine - Type monster ) and Special Summon another " Djinn Cycle " ( 3 / 400 / 400 ) in Attack Position . Fender overlays both " Djinn Cycles " in order to Xyz Summon " Mechquipped Angineer " ( 3 / 1800 / 1000 , ORU : 2 ) in Attack Position . The effect s of both " Djinn Cycles " then activate , inflicting 800 damage to Yuma ( 400 for each " Djinn Cycle " that was used for the Xyz Summon of " Mechquipped Angineer " ) ( Yuma : 4000 → 3200 LP ) . Turn 2 : Yuma Yuma draws . He then Normal Summons " Goblindbergh " ( 4 / 1400 / 0 ) in Attack Position . As " Goblindbergh " was Normal Summoned , Yuma activates its effect to Special Summon " Bachibachibachi " ( 3 / 800 / 800 ) in Attack Position ( as it ' s a Level 4 or below monster ) . Yuma activates " Plus Star 123 " to target " Bachibachibachi " and increase its Level by one ( " Bachibachibachi " : 3 → 4 ) . Yuma overlays " Goblindbergh " and " Bachibachibachi " in order to Xyz Summon " " ( 4 / 2500 / 2000 , ORU : 2 ) in Attack Position . " Utopia " attacks " Mechquipped Angineer " , but Fender activates the effect of " Mechquipped Angineer " to change " Mechquipped Angineer " to Defense Position and prevent its destruction by battle until the end of the turn by detach ing an Overlay Unit ( " Mechquipped Angineer " : 2 → 1 ORU ) . As " Bachibachibachi " is attached to " Utopia " , the latter monster inflicts piercing damage to Fender ( Fender : 4000 → 2500 LP ) . Turn 3 : Fender Fender draws " Rank - Up - Magic Barian ' s Force " and subsequently activates it to Rank - Up " Mechquipped Angineer " via Chaos Xyz Evolution in order to Xyz Summon " Chaos Xyz Mechquipped Djinn Angeneral " ( 4 / 2600 / 1600 , ORU : 2 ) in Attack Position . Fender then activates the third effect of " Barian ' s Force " to target " Utopia " , detach its Overlay Units ( " Utopia " : 2 → 0 ORU ) , attach them to " Mechquipped Djinn Angeneral " ( " Angeneral " : 2 → 4 ORU ) , and decrease the ATK of " Utopia " by 300 for each detached Overlay Unit ( " Utopia " : 2500 → 1900 ATK ) . " Duel continues in the next episode . " Featured cards . The following cards appeared in this episode . Cards in italics debuted here .