"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.
Seeking to destroy the Astral World, Dumon sends Girag to acquire the "Number" cards. In order to accomplish that task, Girag brainwashes Fender and orders him to Duel Yuma. The Duel begins in favor of Yuma, however Fender quickly turns the tables by using the "Rank-Up-Magic Barian's Force" card and Summoning his "CXyz" monster, "CXyz Mechquipped Djinn Angeneral".
Within the Barian World, four cloaked figures gather. One of them, Dumon, says that they gave power to humans to gather the "Numbers" 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.Yuma carefully makes his way along a rocky path, reaching The Door as he had previously. The Door says that whoever opens it will gain a new power, but will lose that which is most important to them in return. Yuma repeats "that which is most important to them" and the Door reiterates its statement, adding that Yuma will lose it soon. Repeating it again, the path cracks and Yuma falls. He awakens in his classroom, having fallen out of his seat. As his classmates laugh, Yuma mutters that that hurt. After class, Yuma and his friends gather. Tori tells Yuma he really is an idiot, but Yuma responds that there's nothing to be done. Tori insists he's wrong - Yuma is always falling asleep in class when there is plenty to do (in the dub, Tori puts the blame of Yuma falling asleep in class on herself and her friends). Yuma says class is over, so its Duel-time. A large group of female students rush over to him and gather around. One says he's really cute and another says he's the WDC Champion (in the dub, they say hello, and ask for photographs). Yuma nervously laughs. Flip says he can't believe how popular Yuma has gotten and Bronk quips that its a sign that the world is coming to an end (in the dub, Flip and Bronk compare the girls and Yuma to moths and a flame, respectively). Tori and Cathy are both annoyed that they're flirting with Yuma. Yuma leaps to his feet and says they must all be here for his autograph. He says that as Champion of the WDC, he won't run away. One of the girls asks if he can help her get Shark's autograph instead, while two more ask for Kite's and another girl asks for Quattro's. A fifth asks Yuma to pass a fan letter to one of them. Yuma falls over onto his desk in shock.
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 ICU 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 gets a call from Bronk, but when he picks up, its Fender he sees. Fender asks if this is Yuma Tsukumo. Bronk appears in the frame, yelling for Yuma not to come. Fender throws Bronk out of the way and tells Yuma he'll take everything from him. He instructs him to come to the school right now and not to forget to bring his "Numbers". He adds that if Yuma doesn't come, his friends will suffer even more. Tori asks what's happened and Yuma says their target must be Astral. Yuma says he doesn't know who, but he knows someone is coming for Astral. Yuma holds out the Emperor's Key to Tori, saying she needs to keep it for him. Tori says that without it, he won't have Astral or "Utopia". Yuma insists he won't give Astral away - and he is the only one who can protect him. Yuma rushes from the room. Shark calls out to Yuma and begins to follow him, but Rio clutches his hand. Tori clasps the key and mutters Yuma's name. Within the key, the blue sphere dissolves. Lightning strikes near the vessel in the key and Astral wonders what's going on. Yuma rushes towards the school, thinking he won't give up Astral - he will protect him.
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 Summons "Djinn Cycle" and activates "Dark Engineering", letting him Special Summon a Level 3 or lower Machine-Type monster from his hand with the same name as one he controls. 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 Summons "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 "Utopia", 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", detaching 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 Summons "Djinn Cycle" (3/400/400) in Attack Position. He then activates "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 effects 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 "Number 39: Utopia" (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 detaching 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.
The following cards appeared in this episode. Cards in italics debuted here.