Yu-Gi-Oh! ZEXAL - Episode 074
Kanji	バリアン襲来!驚愕のカオス・エクシーズ・チェンジ!!
Rōmaji	Barian Shūrai! Kyōgaku no Kaosu Ekushīzu Chenji!!
Japanese translation	Barian Invasion! The Frightening Chaos Xyz Change
Episode number	74
Japanese air date	October 7, 2012
Music
Japanese opening	Unbreakable Heart
Japanese ending	Artist
Staff
Animation director	Akemi Yokota
Chronology
Episode listing	Yu-Gi-Oh! ZEXAL episode listing (season 2)
Previous	Illusive, Great Clash!! Double Hope vs. Double Galaxy-Eyes!!
Next	The Formula for Victory Completed - Crush the Chaos Xyz

"Barian Invasion! The Frightening Chaos Xyz Change" 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.

Seeking to destroy the Astral World, Durbe sends Gilag to acquire the "Number" cards. In order to accomplish that task, Gilag brainwashes Fuma and orders him to Duel Yuma. The Duel begins in favor of Yuma, however Fuma quickly turns the tables by using the "Rank-Up-Magic Barian's Force" card and Summoning his "CXyz" monster, "CXyz Mechquipped Djinn Angeneral".

SummaryEdit

Within the Barian World, four cloaked figures gather. One of them, Durbe, says that they gave power to humans to gather the "Numbers" and destroy the Astral World, but both Vetrix and Faker lost to ZEXAL. Mizael, his eyes glowing yellow, asks Durbe what he intends to do now - can they still afford to be spectators? Durbe, his eyes glowing red, responds that they'll do it themselves this time. Mizael 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? Gilag chimes in, saying that they can't appear on Earth in their true forms, nor can they directly collect "Numbers". Durbe says they must go anyway - they need the "Numbers". Alit 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 Gilag, Durbe says he should go. Gilag seems skeptical at being chosen, but Durbe says that as a brave warrior of the Barian World, Gilag can accomplish their goal. Punching through a nearby Baria Crystal, Gilag 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 Durbe mutters that he's depending on Gilag.

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. 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. 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. 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 the 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 Fuma 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 Fuma, 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 Gilag, 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 Gilag 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. Fuma is enraged that he would look down on them and orders his thugs to attack. They rush Gilag while brandishing various weapons, but Gilag 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 Fuma. Gilag laughs and Fuma rears back and punches Gilag square in the face. Fuma laughs now, asking how that was. Gilag cackles and as Fuma withdraws his fist, Gilag appears unscathed. Gilag tells Fuma 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. Gilag says he heard they want power. He claims he'll give it to them and throws Fuma 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 Gilag 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 Fuma he sees. Fuma asks if this is Yuma Tsukumo. Bronk appears in the frame, yelling for Yuma not to come. Fuma 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 begin to follow, 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. Fuma appears on a nearby walkway, laughing. He says Yuma showed up after all, then. He demands Yuma hand over all the "Numbers" now. Yuma asks who he is and what he would want with the "Numbers". Fuma says he was given great power by Barian as he glows with pink energy. He claims he'll make Yuma a stepping-stone for the Barian World. Yuma is confused - he thought Barian had been already been defeated. Fuma 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. Fuma'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".

Fuma says he'll go first. He Normal Summons "Devil Motor" and activates "Dark Engineering", letting him Special Summon a Level 3 or lower Machine-Type monster with the same name as one he controls. He Special Summons another "Devil Motor". Seeing two Level 3 monsters, Yuma wonders if its coming now. Fuma 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. Fuma laughs and tells him its too soon to relax. The effects of both "Devil Motors" 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. Fuma laughs and ends his turn, telling Yuma its 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; its 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. Fuma isn't surprised to see "Utopia". Yuma orders "Utopia" to attack "Angineer", but Fuma activates the effect of "Angineer", detaching an Overlay Unit to switch it to Defense Position and prevent its destruction by battle. Yuma reveals that when "Bachibachibachi" is used as an Overlay Unit, the Summoned Xyz Monster can inflict piercing Battle Damage. Fuma yells "What!" and Yuma orders "Utopia" to attack with "Hope Blade Bachibachibachi Slash". "Utopia" fires a beam from its sword, hitting "Angineer". Fuma'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, Gilag watches the Duel. Though he admits Yuma is quite good, Astral isn't there, which confuses him. Yuma ends his turn and asks Fuma if he's seen the power of "Utopia" now. Fuma 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". Gilag muses that this is where it will be worth watching from.

Fuma 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. Fuma yells "Chaos Xyz Change!" and a rainbow spectrum of spherical light bursts from the portal. He tells the power of Barian, which was borne from Chaos, to cast its judgment on this filthy world. 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.

Fuma 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. Fuma 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. Fuma 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. Fuma laughs and tells Yuma its over - he'll take all the "Numbers" now.

Featured Duel: Yuma Tsukumo vs. FumaEdit

Turn 1: Fuma
Fuma Normal Summons "Devil Motor" (400/400). He then activates "Dark Engineering", letting him target a Level 3 or lower Machine-Type monster he controls and Special Summon another copy of it from his hand. He Special Summons another "Devil Motor" (400/400) in Attack Position. Fuma overlays his two Level 3 monsters to Xyz Summon "Mechquipped Angineer" (1800/1000) in Attack Position. The effects of both "Devil Motors" activate, inflicting 400 damage each to Yuma as they were used as Overlay Units (Yuma 4000 → 3200).

Turn 2: Yuma
Yuma Normal Summons "Goblindbergh" (1400/0), with its effect activating, letting him Special Summon a Level 4 or lower monster from his hand. He Special Summons "Bachibachibachi" (800/800) in Attack Position. Yuma activates "Plus Star 123" to increase the Level of "Bachibachibachi" by 1 to 4. Yuma overlays his two Level 4 monsters to Xyz Summon "Number 39: Utopia" (2500/2000) in Attack Position. "Utopia" attacks "Angineer", but Fuma activates the effect of "Angineer", detaching an Overlay Unit to change "Angineer" to Defense Position and until the end of the turn, it cannot be destroyed by battle. However, as "Bachibachibachi" was used as an Overlay Unit, "Utopia" inflicts piercing Battle Damage (Fuma 4000 → 2500).

Turn 3: Fuma
Fuma activates "Rank-Up-Magic Barian's Force", which allows him to Rank-Up "Angineer" and Summon a "CXyz" monster one Rank higher than it, while using "Angineer" as its Overlay Unit. Fuma performs a Chaos Xyz Evolution, overlaying the Rank 3 "Angineer" to Xyz Summon the Rank 4 "CXyz Mechquipped Djinn Angeneral" (2600/1600) in Attack Position. The effect of "Rank-Up-Magic" lets him target one Xyz Monster the opponent controls, detach its Overlay Units and attach them to the newly Summoned "CXyz" and decrease the ATK of that monster by 300 for each detached Unit. "Angeneral" takes the two Overlay Units of "Utopia" (2500 → 1900).

Duel continues in the next episode.

Featured cardsEdit

The following cards appeared in this episode. Cards in italics debuted here.

Gilag

Spells Rank-Up-Magic Barian's Force

Yuma Tsukumo

Monsters Effect Monsters Bachibachibachi Goblindbergh Xyz Monsters Number 39: Utopia

Spells Plus Star 123

Fuma

Monsters Effect Monsters Devil Motor x2 Xyz Monsters CXyz Mechquipped Djinn Angeneral Mechquipped Angineer

Spells Dark Engineering Rank-Up-Magic Barian's Force

"Numbers"

Monsters Xyz Monsters Number 6: Chronomaly Atlandis Number 9: Dyson Sphere Number 11: Big Eye Number 12: Crimson Shadow Armor Ninja Number 25: Force Focus Number 33: Chronomaly Machu Mech Number 56: Gold Rat Number 83: Galaxy Queen Number 88: Gimmick Puppet of Leo Number 92: Heart-eartH Dragon

Flashbacks

Monsters Xyz Monsters Number C39: Utopia Ray

v · d · e Yu-Gi-Oh! ZEXAL season 2 episodes #074 "Barian Invasion! The Frightening Chaos Xyz Change" #075 "The Formula for Victory Completed - Crush the Chaos Xyz" #076 "I Think It's for the Best That I'm Here! My Name Is Rei Shingetsu" #077 "Disorderly Duels Are Against School Rules!? Sally Forth! Special Disciplinary Commander" #078 "Shark Enraged!! Save the Captured Little Sister!" #079 "Freezing, Rampaging Dance!! Queen of Ice, Rio Kamishiro" #080 "A Fierce-Attack One-on-One Battle!! Yuma vs. The Indomitable Fighter Alit" #081 "Kotori Chaos Xyz Changes!? The Tumultuous Sports Duel Tournament" #082 "Lone Barian Knight - Mizael the Galaxy-Eyes User Appears" #083 "Superdreadnought Dimension Dragon!! Galaxy-Eyes Tachyon Dragon" #084 "Be Revived! Yuma vs. Shark, a Healing Duel" #085 "Lightning-Speed Counter Battle! Alit the Determined Fighter" #086 "Roar! Chaos Numbers - The Final Blow Pointed toward Yuma" #087 "Gilag's Furious Assault! Explosion, Pressure-Point Death Bomb Nihility" #088 "The Pulse of V - A Super-Rebirth, Hope Ray V!!" #089 "The United Front with Dark Astral - Challenge to the Shadow Giant!!" #090 "Obomi Rescue Operation!? I In Love Am Invincible" #091 "Shark vs. Rio - The 100th Squabble Duel" #092 "A Fierce-Battle Couple Duel - "That Anna Chick" and I Are a Tag!?" #093 "Devoted Love - The Last Draw Entrusted to Yuma!!" #094 "Shingetsu's Crisis! The Attack of Vector the Manipulator!" #095 "Let's Go - To the Final Battle! Airship of the Emperor's Key, Liftoff!!" #096 "The Villainous Vector - Battle at the Demonic Domain of Sargasso!" #097 "Countdown to Defeat! The Terror of Deck Destruction" #098 "Break Through the Limit!! "King of Wishes, Hope Ray Victory"" #099 "Restart the Airship! Aim for the Legendary Numbers!!" #100 "Recollection of Antiquity - Durbe and Hakuba, the Legendary Illusion" #101 "The Cunning Vector - Astral vs. Numbers 96" #102 "Realm of Chaos - Numbers 96 the Incarnation of Insanity!!" #103 "Alit the Silent Fighter - Reunion of the Passionate Duelists!" #104 "Be Revived! The Duelist Soul That Transcends Life!!" #105 "The Trial toward Galaxy-Eyes User! Kaito's Do-Or-Die Duel" #106 "The Legend of Misael! The Divine Dragon That Became a Numbers" #107 "Yuma Confused!? The Unreliable Account of Gilag the Tanuki" #108 "Temptation from the Bottom of the Sea! Shark's Dream-like Memory" #109 "Shark vs. the Raging Waterfall God - Abyss! Collision, the Two Numbers!!" #110 "The Three Worlds That Will Be Destroyed! Ultimate Rampage - Numbers 96!!" #111 "Time of the End...! Bonds Entrusted to a Partner" #112 "A Pure-Hearted Duelist! Start Up the OOPArts!!" #113 "The Power of a New Hope!! Combination of Friendship - "Atlantal Hope"" << S1