Mr . Heartland Mr . Heartland is a secondary antagonist in the first three and fifth arcs of " Yu - Gi - Oh ! ZEXAL " , who was the Mayor of Heartland City and the person responsible for relaying Dr . Faker ' s orders to Kite Tenjo , until he fell into the Sphere Field Cannon and was sent to Barian World , where he was temporarily transformed into a small bug , and later reborn into a Barian and leader of the Fearsome Four of the Dark Dueling World . After being defeated by ZEXAL III , he was burned alive by the fake " Numbers " given to him by Vector . Design . Appearance . Mr . Heartland appears as a man usually seen in a green suit which covers a yellow shirt . He also sports a pair of stylish orange glasses with a crimson " V " shape ( similar to a heart ) in the center . His hair is a similar green to his suit with a lighter green fringe . During the World Duel Carnival , he is mainly seen in a golden suit covered in pink hearts . With this costume , he also wears a top hat with a similar style as well as a bow tie covered in spots . After being returned to his human form by Vector , Mr . Heartland wears a white suit with insect wing - like coat tails and a hat with pink and yellow heart - shaped patterns . He also sports a cane with a head that resembles bug eyes . Heartland ' s Barian form gives him a distinct , demonic appearance vaguely similar to with purple and red skin , yellow eyes , bulging muscles , and a set of insect wings with a dark red fly thorax at the back . He loses his glasses and his head mutates and elongates , giving it the appearance of a bulbous thorax . His new face appears fairly insectile with jagged teeth and a set of jagged mandibles across his face ( which makes him , along with Chironex , the only Barian to have a moving mouth ) . He also features seven red eyes along his abdomen and one at the top of his forehead . Personality . To the people of Heartland , he is a benevolent government official who cares about the people who lived there . However , his true personality is that of a manipulative and deceitful man . He is willing to blackmail Kite in order to make him do what Dr . Faker wants . He seems to enjoy seeing others in agony as he laughed when he tortured his child soldiers . He also gets annoyed if anybody calls him an " old man " ( " dude " and " Mrs . Heartland " in the dub ) . He is also shown to be more malicious than Dr . Faker as when Hart was harmed by Vetrix , he did not show any concern . Mr . Heartland is also extremely shallow , taking huge pride in his appearance . This was also shown when he burst into tears when Erazor destroyed a statue of him . He is also very loyal to Vector for rescuing him from the Barian Sea and later for returning to his human form . He ' s also fearful of his wrath due to his recurring failures . Abilities . After being returned to his human form by Vector , Heartland gained the ability to summon a swarm of Barian insects and the ability to teleport using Overlay Network s . Like the other members of his gang , he can summon Don Thousand ' s Emblem to halve his opponent ' s Life Points and add it to his own . Anime biography . History . Heartland tested some young Duelists like Kite , Dextra and Nistro in order to determine who the elite Duelists of this generation would be . He had them fight a Duel Robot , who physically assaulted them . He was willing to crank the robot ' s level to maximum . The candidates for these tests were primarily orphaned children such as Dextra and Nistro . If they attempted to escape , he would hunt them down and return them . When Kite Tenjo attempted to escape with Hart , Heartland had them recaptured . He told Kite that he must work for his father , Dr . Faker and told him that they must get along to heal Hart . Angered , Kite attempted to punch him , but Heartland was communicating via hologram . Faker and Heartland created Kite ' s Deck using science from another dimension . Kite would later call him " a petty cat - burglar " who Faker used as a front for his activities , though he could have simply been insulting Heartland . Yu - Gi - Oh ! ZEXAL . Pre - World Duel Carnival . Mr . Heartland appeared when Kite met him to discuss how many " Number " cards he had collected so far . He praised Kite on his progress , but reminded him of the consequences that may occur if he doesn ' t collect them on time . Later on , Mr . Heartland discussed with Dr . Faker about a plan to create a tournament in Heartland , called the " World Duel Carnival " . The tournament will have Duelists coming from all over the world . By entering , many Duelists under the influence of " Numbers " , if Kite wins like Dr . Faker and Mr . Heartland expect , he will obtain most of the " Numbers " . Dr . Faker praised the idea . After Hart fell ill after overusing his powers , Kite visited him in order to comfort him ; serving him his favorite drink , hot chocolate . However , Mr . Heartland interrupted their time together and suggested that Hart should get back to work . Despite Kite ' s annoyance , Hart went with Mr . Heartland , telling Kite that he didn ' t mind as he ' s helping to save the world . Before he left , Heartland reminded Kite that the " Numbers " needed to be found immediately . After Yuma ' s Duel with Kite , Mr . Heartland discussed with Dr . Faker about the three suns , which had appeared over Heartland . Dr . Faker told him that they ' re the suns from not only their world , but also Barian World and Astral World . World Duel Carnival Preliminaries . To enter the World Duel Carnival , Duelists had to enter via the website of the tournament in which they would be sent a Heart Piece which would allow them to enter . However , Yuma didn ' t realize this and when he didn ' t receive one , he was angered , running to Heartland to beg for one . After fighting with the guards of Heartland , it was brought to Mr . Heartland ' s attention who witnessed it on a camera . He was initially going to send more of his henchmen to deal with Yuma , but Kite asked him to let Yuma enter the tournament . Mr . Heartland found this to be suspicious and asked Kite if he knew anything , but Kite lied and suggested that Yuma " may " have " Number s " and it would be foolish to send him away . After this , Heartland personally went out with his personal henchmen , Nistro and Dextra to give Yuma his Heart Piece . Yuma thanked Mr . Heartland but ended up being rude by calling him an old man ( in the dub , Yuma first calls him " dude " , then " Mrs . Heartland " and uses the color of his suit as an excuse ) . Mr . Heartland showed great interest in Yuma ' s pendant . He then announced the start of the World Duel Carnival along with a parade and fireworks . Mr . Heartland announced the start of each day of the World Duel Carnival with his signature phrase , " Heart Burning ! " He urged the Duelists to do their best and clash with their passionate hearts . Heartland authorized Nistro and Dextra to participate in the WDC at the start of the third day . World Duel Carnival Finals . Before the WDC finals party , Mr . Heartland appeared to Kite to ask how was doing . Kite responded that he was fine and Mr . Heartland told him he must collect " Number s " in the finals . Kite retorted that that was fine as long as Mr . Heartland fulfilled his promise and healed Hart . Mr . Heartland told him not to worry about that and instructed him to attend the party to scope out potential Number holder s . Mr . Heartland then spoke with Dr . Faker , who asked if all the finalists had gathered . Mr . Heartland responded that Vetrix had yet to show up and Faker told him he had no idea who that was . Heartland then started his speech to the finalists , but was interrupted by Vetrix . The boy told him that he will " crush him " after calling Heartland " old man " . Afterwards , Flip was chased by Count Crazy Fang as he stole his costume in order to enter the party . This chase resulted in Fang falling into a giant cake which covered Mr . Heartland . Despite looking shocked , Mr . Heartland was in fact happy due to the fact that Vetrix had revealed himself . On the first day of the finals , Mr . Heartland introduced the finalists and the audience to the Duel Coaster s in the Duel Coaster Stadium on a hovering platform . When all of the finalists but Yuma set off , he was shocked and wondered why Yuma didn ' t set off . Also , when Tori ended up in Yuma ' s Duel Coaster cart , Mr . Heartland stated that although the carts were designed for one person , he made an exception for Yuma , allowing Tori to travel with him . Throughout the duration of the elimination process , Mr . Heartland commentated the various Duels and showed favor toward Dextra ' s and Nistro ' s progress . During Vetrix ' s Duel with Dextra , Mr . Heartland purposely cut the feed of the footage to the audience , acting shocked in front of the audience and ordering his maintenance staff to get on it immediately . However , he then laughed to himself , stating that the Duel wasn ' t for them to witness . This lasted until Kite defeated Quinton . During Shark ' s Duel with Quattro , Mr . Heartland put the footage back up , but this was shortly lived as when Quattro Summoned " " , Vetrix cut the footage which Mr . Heartland was annoyed at . The footage was then put back up during Yuma ' s Duel with Nistro . Mr . Heartland altered the effect of the " Desert Field " Field Spell Card as a favor for Nistro . After Yuma defeated Nistro , Mr . Heartland was shocked and suspicious that Yuma used the " " card . During the last day of the finals , Mr . Heartland introduced the audience to the Duel Tower . He then stated the order of the finals . After Vetrix began to affect Shark ' s mind , Mr . Heartland was shocked at how Reginald was rolling around on the floor in pain . When Shark made a comeback , Mr . Heartland , alongside the audience , cheered him on . When Kite , Shark , Tori , and Orbital 7 raided Heartland Tower after Yuma ' s Duel with Vetrix , Mr . Heartland confronted them on his flying platform hovering over a shaft leading to the portal to Astral World . He sent a squad of litterbots to stop them , but after Orbital 7 sacrificed himself to shut down the robots , Mr . Heartland ' s flying platform lost power as well , causing him to plummet down the shaft through the portal . Apparently , Mr . Heartland was sent into Barian World instead of Astral World for some unknown reasons . Yu - Gi - Oh ! ZEXAL II . Mythyrian Numbers War . Heartland eventually ended up in the Great Barian Sea . He was eventually revived by Vector using the power of Don Thousand , though his form was that of a fly . Vector introduced him to Dumon and Mizar , as Heartland had much information to share from his time under Dr . Faker . Mizar called him revolting , annoying him . Vector mocked him , saying his " Heart Burning " catchphrase , with Heartland repeating the phrase himself . Then , he revealed the twenty - three locations on Earth where portals to other dimensions can appear , with Vector suggesting that this is where they can find the Mythyrian " Numbers " . Vector called upon Heartland later , who used Thousand ' s powers to restore his human form . He granted Heartland four fake " Numbers " , including " " and instructed him to return to Earth with the rest of the Fearsome Four of the Dark Dueling World . One member , Erazor , began to prey on Duelists , stealing their memories . When Yuma ' s friends came to Heartland Memorial , which they had been using as a headquarters , Erazor captured them and stole their memories . Heartland communicated with Yuma via hologram to lure him to the location . Rather than Duel , Heartland suggested Yuma just give him the " Numbers " - this is a war between the Astral and Barian World s ; humans have no place in it . With Astral gone , Yuma had no reason to care about the " Numbers " anyway . He offered to restore the memories of Yuma ' s friends and even erase the memories pertaining to Astral , allowing Yuma to return to the kind of life he led before Astral arrived . Yuma refused , but before Heartland could do anything else , Trey arrived and threw a sword at him . Heartland phased out with his powers to avoid it . Erazor was willing to Duel them both . When the Duel began , Heartland activated a device that halved Yuma ' s and Trey ' s Life Points and gave them to Erazor . After Erazor ' s defeat , Heartland reported the failure to Vector and apologized . Vector responded that he would tolerate no more failures . Heartland revealed he had the next assassin set up - Chironex , a WATER Duelist who once served as Heartland ' s own mentor . Upon hearing this , Vector ordered Heartland to send Chironex after Shark and mused that whenever he thinks of Shark , his chest fills with rage . After Chironex was defeated by Shark and Quattro , Heartland sent his last assassin , Scritch . His mission was to prevent Yuma from going to Astral World , but Kite and Quinton defeated him , leaving Mr . Heartland as the only member of the Fearsome Four . Vector gave Mr . Heartland a " Number " , which should enable his victory against Shark and Kite . Heartland came back to Earth and told Yuma ' s friends Barian World is fusing with the Earth through the fake " Numbers " that rained from the sky . To stop him , Kite challenged him to a Duel , but the " Number 2 " he obtained from Scritch , plus the power of " Number 1 " caused him so much pain that he fell down . As Mr . Heartland laughed , he was shocked to see Yuma back from the expedition to Astral World , with Astral by his side . Yuma and Astral took Kite ' s place and Dueled Mr . Heartland , who revealed his demonic Barian form to the pair . As the Duel intensified , Yuma and Astral performed ZEXAL III and then through a combination of " ZS - Vanish Sage " and Kite ' s " Galaxy - Eyes Photon Dragon " they defeated Mr . Heartland , who cursed his defeat at the duo as he returned to human form . After the Duel , the fake " Numbers " " , " " , " " and " " appeared from Heartland , being surrounded in black flames . They enveloped Heartland , who screamed in pain and horror as he desperately tried to plead mercy to Vector . The flames changed into a reddish color and briefly took the shape of Don Thousand , who Astral recognized , before Heartland was completely incinerated . Manga biography . In the manga , Mr . Heartland has a different background and a much larger role , serving as the main antagonist at the beginning of the series . He commanded a legion of Number Hunter s while in the service of Dr . Faker to collect the " Numbers " and destroy Astral World . He was also the director and mascot for Heartland Theme Park , which served as Faker ' s base of operations . Deck . Mr . Heartland uses an " Infection " Deck , centered around " Infection Fly " and its ability to double its Level , by quickly Summoning three of them to achieve high Levels to Xyz Summon his ace monster , " " . This card takes advantage of the opponent ' s " Number s " to use them as re - usable Overlay Units for its destruction effect that can inflict effect damage . If that fails , he uses various Spell / Trap Card s to Summon " Infection Bug Token s " , which are able to whittle away at his opponent ' s Life Points .