Yu - Gi - Oh ! ZEXAL - Episode 075 " Attack of the Barians : Part 2 " , known as " The Formula for Victory Completed - Crush the Chaos Xyz ! " in the Japanese version , is the seventy - fifth episode of the " Yu - Gi - Oh ! ZEXAL " anime . It first aired in Japan on October 14 , 2012 and in the United States on August 24 , 2013 . Summary . Fender tells Yuma he has nowhere to run . Yuma asks what he means and Fender responds that his gang is scattered across the city , but are close to gathering at this point - and when they get here , Yuma and his friends are finished . Bronk , Caswell , Cathy and Flip wince and Fender orders " Xyz Mechquipped Djinn Angeneral " to attack " " . Yuma says he can ' t use the effect of " Utopia " without Overlay Units , but even if he takes damage , a " Number " cannot be destroyed by battle by a non - " Number " . Fender asks if he ' s sure about that and yells " Doom ' s Air Raid " . " Angeneral " fires an energy beam at " Utopia " , who is destroy ed in a large explosion that blasts Yuma backwards , his Life Points falling to 2500 . In the Emperor ' s Key , Astral is hit by red electricity and he screams in pain . At the hospital , Tori stands at Rio ' s beside and the key begins to glow . Yuma starts to get to his feet , disbelief in his eyes as " Utopia " was destroyed . Fender explains that a " CXyz " Summoned through " Rank - Up - Magic Barian ' s Force " ignores monster effect s that prevent their destruction by battle . Yuma realizes how much trouble he ' s in now and Fender says a " CXyz " can destroy as many " Numbers " as it wishes . Watching from above , Girag muses it ' s pointless - " CXyz " cards were designed to destroy " Numbers " - Yuma has no chance . Bronk has no clue what kind of monster this is , and Flip says Yuma will lose at his rate . Cathy notices Yuma doesn ' t have the Emperor ' s Key . Flip says she ' s right and Caswell adds that means Astral isn ' t there and that he isn ' t around to help Yuma . Glowing with power , Fender says his attack is not over - he ' ll show Yuma all of Barian ' s power . The effect of " Angeneral " activate s it destroyed a monster by battle - Fender may detach all of its Chaos Overlay Units to inflict 500 damage for each detached Unit . All four Units fly into the air and join in a burst of pink light , which turns yellow and splits back into four . Each reattaches to " Angeneral " as a gun turret and Fender reminds Yuma he detached four Units . He declares " Chaos Blast Barrage " and a hail of energy bursts are fired from the turrets , hitting Yuma , dropping him to 500 and throwing him backwards . Astral is thrown off of the vessel within the key and onto the ground below as the electricity hits him . Astral wonders why Yuma chose to fight on his own - aren ' t they partners ? Looking through the mists of the key , he can ' t see Yuma , but sees Tori instead . The key begins to glow again and when Tori looks at it , she ' s taken into the key , floating in the mist . Astral appears in the form of a blue fireball and tells her that Yuma is fighting the Barian World to protect the " Numbers " . He asks her to take him to where Yuma is . She remembers Yuma saying someone is after Astral and giving the key to her to protect him . Tori tells Astral that ' s what Yuma wanted - to protect him . Astral says he understands , but Yuma is fighting a whole new threat all by himself now . He insists he must fight this threat with Yuma and begs Tori to take him to Yuma . Back in the hospital , she stares at the key and mutters Astral ' s name . Tori leaves and begins to run towards the school , urging both Yuma and Astral to hang on . Astral mutters he ' s counting on her . Elsewhere in the city , part of Fender ' s gang is en route to the school . Seeing someone ahead , they slow down . The lone rider ahead comes to a stop and rises , his motorcycle and helmet disappearing and revealing himself as Kite . The gang slows to halt and Kite steps forward . Near the pier , the rest of Fender ' s gang is also heading to the school . They ' re met by Shark , who is leaning against his own motorcycle ahead . The group by Kite dismounts their cycles . They recognize him and one tells him he ' s going to have to go to Hell for the sake of Barian ( in the dub , the thug says that he always wanted to take Kite down ) . Kite says he is heading there anyway - that will be the fate of his " guilty soul " - but he will be sure to take the Barian World with him ( in the dub , Kite responds that his opponents are welcome to try , but he will do whatever it takes to make them fail ) . His eye glows and he asks if they are ready to " repent " as " Galaxy - Eyes Photon Dragon " appears above him . The other group addresses Shark , asking him what he could do by himself . Donning his D - Gazer , he says he trusts his friends , so that is why he can fight alone . He tells them seeing punks like them swarming around gets on his nerves as " " appears above him , its eyes glowing red ( in the dub , Shark introduces " Shark Drake " as one of his nastiest friends ) . Kite and Shark both yell " Duel ! " Yuma curses , while Fender Set s a card to end his turn . Yuma recalls his last meeting with the Door - it said that he will gain a great power at the expense of losing his " most important thing " soon . Yuma declares he will protect Astral no matter what . Yuma draws and is happy to see a Monster Card - " Gogogo Gigas " . He Sets it and another card , ending his turn there . Yuma believes it will be enough to hold off the next attack . Fender laughs , saying he ' ll finish Yuma off quickly . ( in the dub , Fender says that Yuma thinks he ' s smart , but he isn ' t ) He activates " Overlay Zero Buster " , explaining that if he control s an Xyz Monster that is without Overlay Units he can destroy one monster his opponent controls . A red beam flip s " Gogogo Gigas " and it is destroyed as Yuma yells " What ! ? " . Astral weakly mutters Yuma ' s name . Tori is still rushing towards the school and trips , falling onto to her face . She sits up and wipes tears from her eyes , but looks at the key and promises to take Astral to Yuma . Getting to her feet , she continues run , yelling " kattobingu Kotori ! " ( this scene is cut from the dub , but not from the preview ) . Fender yells that it ' s over and orders " Angeneral " to attack directly . Yuma activates his face - down " Pinpoint Guard " , causing a Graveyard portal to appear , from which emerges " Gogogo Gigas " . Yuma explains that when his opponent attacks , this card can Special Summon a Level 4 or lower monster from his Graveyard in Defense Position with its effects negate d . He tells " Gogogo Gigas " he ' s counting on it and Fender declares " Doom ' s Air Raid " , blasting " Gogogo Gigas " to pieces . Cathy yells that Yuma ' s safe , while Yuma apologizes to " Gogogo Gigas " . Calling Yuma an impudent brat , Fender activates his face - down " Xyz Meteor " , explaining that this will give his Xyz Monster the ability to inflict piercing damage this turn . Meteors strike Yuma , dropping him to 100 Life Points and leaving him face - down on the ground . Cathy moves a step forward in concern , while Caswell mutters Yuma ' s name . Fender says he ' s hanging on by a thread as his Barian Emblem glows . He reveals that if a monster affected by " Xyz Meteor " destroys a monster by battle , he can draw a card . Doing so , he Sets two cards and ends his turn . Yuma is disappointed - he can ' t do anything to protect Astral despite all his talk . Tori finally arrives , yelling Yuma ' s name and throwing the key to him . Yuma fails to catch it and falls on his face . Seeing the key , Girag is shocked . Tori and Cathy move forward a step and yell Yuma ' s name . Fender asks if he ' s already out of strength before the Duel is over . Yuma lifts his face up and is barely able to mutter " Astral " twice . Tori steps forward a bit more and Yuma grabs the key , saying he must protect Astral . As he touches it , it glows again and Astral appears , fading in an out due to Yuma ' s Life Points . Girag seems pleased that Astral has shown up . Yuma asks him why he ' s come , insisting he can do this without him . Astral asks why he ' s being so stubborn . Yuma tells him about the dream he had , but apologizes , saying he could not protect him . Astral responds that he ' s proud of Yuma . This is proof of their friendship - having someone who will risk himself for his sake . Astral declares those that would hurt his friends will not get away it , glowing in bright blue light . ( in the dub , Astral declares that those who try to destroy Yuma must first destroy him ) Astral tells Yuma to get up - they still have Life Points left . Yuma comments Astral always has to act so confident , doesn ' t he ? Tori urges him to get up too , asking how long he ' ll sit there . Yuma seems surprised that everyone has to say something and Astral tells him to rise once more . Grabbing the key and getting up , he yells " kattobingu ! " . As he returns to the key to his neck , Tori jumps into the air , urging both Yuma and Astral on . Girag calls them stubborn and is skeptical that they ' d chose to keep fighting ( in the dub , he calls their moment lame , and calls Yuma and Astral too dumb to quit ) . Seeing " Angeneral " , Astral asks Yuma what it is . Yuma explains its a " CXyz " , a new Barian weapon made to destroy " Numbers " . Astral seems intrigued , but says they can win - all the pieces all already in place . Yuma draws and Fender calls them fools - do they really intend to continue with only 100 Life Points ? Astral instructs Yuma to Summon " Gagaga Magician " and Yuma does so . Astral then tells him to activate the Spell Card from his hand . Yuma plays " Numbers Evocation " , explaining he can Tribute a Spellcaster - Type monster to Special Summon a " Number " from his Graveyard . Tributing " Gagaga Magician " , " Utopia " rises again in Attack Position . Fender insists it ' s pointless - they cannot defeat the " CXyz " . Fender activates his face - down " Xyz Imprisonment " , explaining that when his opponent Special Summons an Xyz Monster , this card can prevent it fro attacking and inflict 500 damage during the End Phase . " Utopia " is encased in an electrified cage and Fender says its attacks are sealed . With only 100 Life Points , they will lose at his turn ' s end . Yuma says that when he and Astral work together their possibilities are endless . Yelling " kattobingu " , Yuma performs a Chaos Xyz Evolution , overlaying " Utopia " to Xyz Summon " " in Attack Position . Yuma and Cathy simultaneously cheer for the Summoning of " Utopia Ray " , while Bronk yells " Go , Yuma ! ( the cheering is cut from the dub ) Yuma activates the effect of " Utopia Ray " , detaching an Overlay Unit to increase is ATK by 500 with " Overlay Charge " , while decreasing the ATK of " Angeneral " by 1000 . Yuma orders an attack with " Rising Sun Chaos Slash " , with Fender asking if Yuma truly believes a " CXyz " would lose to a " Number " . Fender activates his face - down " Wild Charger " , explaining that when an Xyz Monster that has no Overlay Units is attacked , this card will increase its ATK by the ATK of the attacking monster . Rainbow light hits " Utopia Ray " as the ATK of " Angeneral " rises to 4600 . Bronk is shocked by the card ' s effect , while Cathy says Yuma will lose . ( this exchange is cut from the dub ) Fender says this is the end for Yuma , but Yuma tells him now they ' ll show his own power , with Astral saying the same . Yuma activates a Quick - Play Spell Card called " Numbers Impact " . Astral explains that when a " Number " they control battles a monster with 1000 or more ATK than it , the ATK of the " Number " will be increased by the ATK of the other monster . Therefore , the ATK of " Utopia Ray " rises to 7600 . Fender says this is impossible and Yuma declares " Rising Sun Chaos Slash " once more . " Utopia Ray " cleaves " Angeneral " in two and Fender is thrown backwards , his Life Points at 0 . Yuma ' s friends cheer , with Tori saying she ' s relieved and congratulates Yuma and Astral . Yuma and Astral give each other a thumb ' s up , but Fender is laughing . Rising to his feet , he asks if they really think its over . Yuma should remember that the army of the Barian World is heading here - soon enough , they ' ll be swarming this spot . Fender continues to laugh , but Kite appears at one end of the area , asking " are you sure ? " ( " guess again " in the dub ) Shark appears at the other end . Girag seems to recognize them . Kite tells Fender his friends won ' t be coming , with Shark adding that they ' re all taking a pleasant nap right now ( resting uncomfortably in the dub ) . Fender mutters that it ' s impossible - how could their entire army lose to two people ? Around the areas they Dueled at , most of the bikers are unconscious and most of the motorcycles themselves lie in pieces . Kite begins that as long as they are here , with Shark finishing the sentence by saying that they won ' t allow them to do what they wish with this world ( in the dub , Kite responds that he and Shark handled the gang by themselves , with Shark threatening Fender by showing him what the gang suffered ) . Behind Fender , Orbital 7 says " direct attack " and shocks the man unconscious with some electrical prods . As he hits the ground , the Barian Emblem fades and " Rank - Up - Magic Barian ' s Force " appears in Girag ' s hand . Girag is shocked that all of them were defeated , but believes this is where the real fun will begin , then . Muttering Yuma ' s , Kite ' s and Shark ' s names , he vanishes through a portal ( in the dub , Girag says that he has more plans in store for them ) . Astral comments that just like Dr . Faker , Fender ' s mind was controlled by the Barian World . Yuma ' s friends rush towards him cheering . Bronk tells him he did a good job , while Cathy addresses him as " darling " , telling him he was amazing . Yuma insists the Barian World has nothing on him , causing Tori to giggle . Kite and Shark step forward , saying that the assassins of the Barian World have finally begun to make their move - this fight has just begun . Yuma says it doesn ' t matter , with their powers combined , they can ' t lose . He leaps into the air yelling " kattobingu " . From a nearby building , a figure in a school uniform smiles . Featured Duel : Yuma Tsukumo vs . Fender . " Duel continues from the previous episode . " Turn 3 : Fender " Chaos Xyz Mechquipped Djinn Angeneral " attack s and destroys " " ( Yuma : 3200 → 2500 LP ) as the second effect of " Rank - Up - Magic Barian ' s Force " allows " Mechquipped Djinn Angeneral " to negate the effect s of monster s that would prevent their destruction by battle . As Yuma took battle damage , Fender activate s the effect of " Mechquipped Djinn Angeneral " to detach all of its Chaos Overlay Units ( " Mechquipped Djinn Angeneral " : 4 → 0 ORU ) and inflict 500 damage for each one detached ( Yuma : 2500 → 500 LP ) . Fender Set s a card . Turn 4 : Yuma Yuma draws " Gogogo Gigas " and subsequently sets it . He then sets a card . Turn 5 : Fender Fender draws . As he control s an Xyz Monster that has no Overlay Units remaining , Fender activates " Overlay Zero Buster " to destroy Yuma ' s Set " Gogogo Gigas " . " Mechquipped Djinn Angeneral " attacks directly , but Yuma activates his face - down " Pinpoint Guard " ( as his opponent declare d a direct attack ) to revive " Gogogo Gigas " ( 4 / 0 / 2200 ) in Defense Position with its effects negated . Fender activates his face - down " Xyz Meteor " to target " Mechquipped Djinn Angeneral " and let it inflict piercing damage this turn . A replay occurs , and Fender uses " Mechquipped Djinn Angeneral " to attack and destroy " Gogogo Gigas " . " Mechquipped Djinn Angeneral " then inflicts piercing damage to Yuma ( Yuma : 500 → 100 LP ) . As " Mechquipped Djinn Angeneral " inflicted piercing damage , the secondary effect of " Xyz Meteor " lets Fender draw a card . Fender Sets two cards . Turn 6 : Yuma Yuma draws . He then Normal Summon s " Gagaga Magician " ( 4 / 1500 / 1000 ) in Attack Position . Yuma then activates " Numbers Evocation " to Tribute " Gagaga Magician " ( as it ' s a Spellcaster - Type monster ) and revive " Utopia " ( 4 / 2500 / 2000 ) in Attack Position ( as it ' s a " Number " monster ) . As Yuma has Special Summoned an Xyz Monster , Fender activates his face - down " Xyz Imprisonment " , which prevents " Utopia " from attacking . When it ' s Yuma ' s End Phase , he will take 500 damage . Yuma overlays " Utopia " with itself via Chaos Xyz Evolution in order to Xyz Summon " " ( 4 / 2500 / 2000 , ORU : 1 ) in Attack Position . Yuma activates the effect of " Utopia Ray " to increase its ATK by 500 ( " Utopia Ray " : 2500 → 3000 ATK ) and decrease the ATK of " Mechquipped Djinn Angeneral " by 1000 ( " Mechquipped Djinn Angeneral " : 2600 → 1600 ATK ) by detaching " Utopia " ( " Utopia Ray " : 1 → 0 ORU ) . " Utopia Ray " attacks " Mechquipped Djinn Angeneral " , but Fender activates his face - down " Wild Charger " to increase the ATK of " Mechquipped Djinn Angeneral " by the ATK of " Utopia Ray " since " Mechquipped Djinn Angeneral " was attacked while it had no Overlay Units ( " Mechquipped Djinn Angeneral " : 1600 → 4600 ATK ) . Yuma activates " Numbers Impact " to increase the ATK of " Utopia Ray " by the ATK of " Mechquipped Djinn Angeneral " as the latter monster has 1000 or more ATK than " Utopia Ray " ( " Utopia Ray " : 3000 → 7600 ATK ) . " Utopia Ray " then destroys " Mechquipped Djinn Angeneral " ( Fender : 2500 → 0 LP ) . Featured cards . The following cards appeared in this episode . Cards in italics debuted here .