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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 [[wikipedia:Internal Revenue Unit|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. He 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 Yuma. 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 [[Number 39: Utopia (character)|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. 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 [[kattobingu|"kyattobingu"]]. Fuma says he'll go first. He [[Normal Summon]]s "[[Devil Motor]]" and [[activate]]s "[[Dark Engineering]]", letting him [[Special Summon]] a [[Level]] 3 or lower [[Machine]]-[[Type]] [[Monster Card|monster]] with the same name as one he [[control]]s. He Special Summons another "Devil Motor". Seeing two Level 3 monsters, Yuma wonders if its coming now. Fuma announces that he's [[Xyz Material|overlaying]] his two Level 3 monsters. He [[Xyz Summon]]s "[[Machine-Armored Angel, Enginel]]" in [[Attack Position]]. Yuma is impressed by the first turn Xyz Summon, but surprised 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 used as [[Xyz Material|Overlay Unit]]s - each will deal 400 [[effect damage|damage]] to Yuma. "Enginel" 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 "[[Number 39: Utopia|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 [[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]]", 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 "Enginel", but Fuma activates the effect of "Enginel", [[detach]]ing an Overlay Unit to switch it to [[Defense Position]] and prevent its [[destroyed by battle|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 "[[attack name|Hope Blade Bachibachibachi Slash]]". "Utopia" fires a beam from its sword, hitting "Enginel". 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 is he's seen the power of "Utopia" now. Fuma laughes and beings 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 allow shim to "[[Rank-Up]]" an Xyz Monster to Summon a "[[Chaos Xyz]]" monster. He says he'll rebuild the Overlay Network with this "Enginel", who turns into an orb of yellow light and flies back into the Network. Fuma yells "[[Chaos Xyz Evolution|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 - "[[Chaos Xyz: Machine-Armored Djinn, Engeneral]]". 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 "[[attack name|Chaos Drain]]", the Overlay Units of "Utopia" appear behind "Engeneral". 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 "Chaos Xyz" and "Barian's Force", "Utopia" is powerless. In the key, lightning cracks again and Astral mutters Yuma's name. Back in the hopsital, Tori clutches the key and says the same as he 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. Fuma==
<u>'''Turn 3: Fuma'''</u><br />
Fuma activates "[[Rank-Up Magic - Barian's Force]]", which allows him to target [[Rank-Up]] "Enginel" and Summon a "[[Chaos Xyz]]" monster one [[Rank]] higher than it, while using "Enginel" as its Overlay Unit. Fuma performs a [[Chaos Xyz Evolution]], overlaying the Rank 3 "Enginel" to Xyz Summon the Rank 4 "[[Chaos Xyz: Machine-Armored Djinn, Engeneral]]" (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 "Chaos Xyz" and decrease the [[ATK]] of that monster by 300 for each detached Unit. "Engeneral" takes the two Overlay Units of "Utopia" (2500 → 1900).
''Duel continues in [[Yu-Gi-Oh! ZEXAL II - Episode 002|the next episode]].''
