Changes

{{episode summary|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 Tsukumo|Yuma]]. The Duel begins in favor of Yuma, however Fender quickly turns the tables by using the "[[Rank-Up-Magic Barian's Force (anime)|Rank-Up-Magic Barian's Force]]" card and Summoning his "[[CXyz|Chaos Xyz]]" monster, "[[CXyz Mechquipped Djinn Angeneral(anime)|Chaos Xyz CXyz Mechquipped Djinn Angeneral]]".}}

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 (anime)|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!".

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 Card|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 [[Xyz Material|overlaying]] his two Level 3 monsters. He [[Xyz Summon]]s "[[Mechquipped Angineer (anime)|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 [[Xyz Material|Overlay UnitUnits]]s - each will deal 400 [[effect damage|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 "[[Number 39: Utopia(anime)|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.

[[File:UtopiaAppearstoAstral.png|thumb|right|200px|"[[Number 39: Utopia(anime)|Utopia]]" appears to [[Astral]].]] Yuma [[draw a card|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 (anime)|Goblindbergh]]", whose [[effect]] activates, letting him Special Summon a Level 4 or lower monster from his hand. "[[Bachibachibachi (anime)|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 [[destroyed by battle|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 "[[attack name|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.

[[File:RankUpOverlayNetwork.png|left|200px|thumb|The [[Overlay Network]]'s form for the "[[CXyz|Chaos Xyz]]".]]Fender says that this card allows him to "[[Rank-Up]]" an Xyz Monster to Summon a "[[CXyz|Chaos Xyz]]" 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(anime)|Chaos Xyz 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.

[[File:CXyzMechquippedDjinnAngeneral-JP-Anime-ZX-NC.jpg|right|200px|thumb|The "Chaos XyzCXyz" with the absorbed [[Xyz Material|Overlay Unit]]s.]]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 "[[attack name|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 "Chaos XyzCXyz" 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).

[[Fender]] draws. He then [[Normal Summon]]s "[[Djinn Cycle]]" ([[File:CG Star.svg|16px]]3/400/400)in Attack Position. He then [[activate]]s "[[Dark Engineering]]", letting him [[to target]] "Djinn Cycle" (as it's a [[Level]] 3 or lower [[Machine]]-[[Type]] [[Monster Card|monster]] he [[control]]s ) and [[Special Summon]] another copy of it from his [[hand]]. He Special Summons another "Djinn Cycle" ([[File:CG Star.svg|16px]]3/400/400) in Attack Position. Fender [[Xyz Material|overlays]] his two Level 3 monsters both "Djinn Cycles" in order to [[Xyz Summon]] "[[Mechquipped Angineer (anime)|Mechquipped Angineer]]" ([[File:Rank Star.svg|16px]]3/1800/1000, ORU: 2) in [[Attack Position]]. The [[effect]]s of both "Djinn Cycles" then activate, inflicting 400 800 [[effect damage|damage]] each to [[Yuma Tsukumo|Yuma]] as they were (400 for each "Djinn Cycle" that was used as [[for the Xyz Material|Overlay Unit]]s Summon of "Mechquipped Angineer") (Yuma : 4000 → 3200LP).

[[File:MechquippedAngineer-JP-Anime-ZX-NC.png|right|150px|thumb|"[[Mechquipped Angineer (anime)|Mechquipped Angineer]]" is Summoned.]]

Yuma draws. He then Normal Summons "[[Goblindbergh (anime)|Goblindbergh]]" ([[File:CG Star.svg|16px]]4/1400/0)in Attack Position. As "Goblindbergh" was Normal Summoned, with Yuma activates its effect activating, letting him to Special Summon a [[Level]] 4 or lower monster from his hand. He Special Summons "[[Bachibachibachi (anime)|Bachibachibachi]]" ([[File:CG Star.svg|16px]]3/800/800) in Attack Position(as it's a Level 4 or below monster). Yuma activates "[[Plus Star 123]]", letting him to target "Bachibachibachi" and increase the its Level of a monster he controls by 1-3. He increases the Level of one ("Bachibachibachi" by 1, to : [[File:CG Star.svg|16px]] 3 → 4). Yuma overlays his two Level 4 monsters "Goblindbergh" and "Bachibachibachi" in order to Xyz Summon "[[Number 39: Utopia (anime)|Number 39: Utopia]]" ([[File:Rank Star.svg|16px]]4/2500/2000, ORU: 2) in Attack Position.  "Utopia" attacks "Mechquipped Angineer", but Fender activates the effect of "Mechquipped Angineer", [[detach]]ing an Overlay Unit to change "Mechquipped Angineer" to [[Defense Position]] and prevent its [[destroyed by battle|destruction by battle]] until the end of the [[turn]]by [[detach]]ing an Overlay Unit ("Mechquipped Angineer": 2 → 1 ORU). However, as As "Bachibachibachi" was used as an Overlay Unit, is attached to "Utopia" , the latter monster inflicts [[piercing]] [[Battle Damage]] damage to Fender (Fender : 4000 → 2500LP).

Fender activates draws "[[Rank-Up-Magic Barian's Force (anime)|Rank-Up-Magic Barian's Force]]", which allows him and subsequently activates it to [[Rank-Up]] "Mechquipped Angineer" and Xyz Summon a "[[CXyz|Chaos Xyz]]" monster one [[Rank]] higher than it, while using "Angineer" as its Overlay Unit. Fender performs a via [[Chaos Xyz Evolution]], overlaying the Rank 3 "Angineer" in order to Xyz Summon the Rank 4 "[[CXyz Mechquipped Djinn Angeneral (anime)|Chaos Xyz Mechquipped Djinn Angeneral]]" ([[File:Rank Star.svg|16px]]4/2600/1600, ORU: 2) in Attack Position. The Fender then activates the third [[effect]] of "Rank-Up-Magic Barian's Force" lets him to target an Xyz Monster the opponent controls"Utopia", detach its Overlay Units and ("Utopia": 2 → 0 ORU), [[attach]] them to the newly Summoned "Chaos XyzMechquipped Djinn Angeneral" ("Mechquipped Djinn Angeneral" : 2 → 4 ORU), and decrease the [[ATK]] of that monster "Utopia" by 300 for each detached Overlay Unit. "Angeneral" takes the two Overlay Units of "Utopia" ("Utopia" : 2500 → 1900ATK).

* ''[[Rank-Up-Magic Barian's Force (anime)|Rank-Up-Magic Barian's Force]]''

* ''[[Bachibachibachi (anime)|Bachibachibachi]]''* [[Goblindbergh (anime)|Goblindbergh]]

* [[Number 39: Utopia (anime)|Number 39: Utopia]]

* ''[[CXyz Mechquipped Djinn Angeneral(anime)|Chaos Xyz Mechquipped Djinn Angeneral]]''* ''[[Mechquipped Angineer (anime)|Mechquipped Angineer]]''

* ''[[Rank-Up-Magic Barian's Force (anime)|Rank-Up-Magic Barian's Force]]''

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

* [[Number C39: Utopia Ray]]}} {{Decklist|Dub Replacements (Incompleteanime)|effect monsters =* [[Aye-Iron]]* [[Chewbone]]* [[Crashbug X]]* [[Gearspring Spirit]]|spells =* [[Book of Flip]]* [[Cat MeetingChaos Number 39: Utopia Ray]]