"Memory Thief: Part 1", known as "A Pure-Hearted Duelist! Start Up the OOPArts!!" in the Japanese version, is the one hundred and twelfth episode of the Yu-Gi-Oh! ZEXAL anime. It first aired in Japan on July 14, 2013 and in the United States on May 31, 2014.
Yuma is moping about in despair now that Astral disappeared. The Super Secret Number Card Investigation Club decides to investigate the Barians, hoping it'll cause Yuma to return to his usual self. However a mysterious man named Erazor, summoned by a revitalized Don Thousand steals everyone's memories! Erazor challenges Yuma to a Duel, with their stolen memories and "Numbers" on the line! Can Yuma finally win on his own without Astral at his side and who is it that holds out a helping hand to the now bearish Yuma?
Inside the attic at his home, Yuma mopes about Astral's disappearance and weeps under his blanket. Kari calls out to him to get down already (in the dub, she threatens to call Bronk to eat Yuma's lunch). He does not respond. Tori is next to Kari, concerned. She asks Kari if Yuma is still depressed. Kari says she did not know what happened, but Yuma had confined himself in his room for several days now. Food and drinks were left for him downstairs, untouched. Back upstairs, Yuma stares at his Deck. He remembers Astral disappearing right in front of him after the Duel against Number 96. Tears filling his eyes, Yuma mutters Astral's name.
Meanwhile, in the Barian World, Vector enters Don Thousand's palace and asks why Thousand brought him here. Thousand replies that this is his palace, where only those who ruled the Barian World could enter (in the dub, Vector says the palace suits someone as powerful as Thousand, while Thousand replies that those who are invited should consider it an honor). Vector complains that the place is run-down (in the dub, Vector agrees with Thousand, adding that he is unsure of his worthiness), only to stop to see a throne perched on a staircase, along with an orb of dark energy. Surprised, Vector teleports in front of the orb and Thousand says these are the remains of Number 96. Thousand says Astral was not able to absorb Number 96; therefore, Number 96's power returned to Thousand. Vector questions him on how this can be and Thousand says Number 96 is part of him. The Barian deity explains that he took part of his power and left it in Astral. Vector mutters that it makes sense now. Thousand commands Vector to obtain the sealed "Number". Vector places a hand on Number 96's remains and absorbs it. His circulatory system illuminating briefly, Vector yells in pain (Vector's original red veins are recolored blue in the dub). When it is over, Vector is cloaked in a dark aura, marvelling at the power he obtained (in the dub, Vector also asks what Thousand did to him; Thousand replies that he turned Vector into the ultimate warrior). He decides to use this power to defeat Yuma once and for all, but Thousand stops him by gripping his heart. He tells Vector to be patient, as his aura leaves Vector and takes a seat on the throne. Vector thinks Thousand left his body; from the throne, Thousand tells Vector it is not the time to attack Yuma yet, as they have other things to do. Several floor panels open and a strange-looking device emerges. Vector wonders what that thing is, and Thousand explains he will use it to fuse the human and Barian Worlds together. Vector asks if this is possible and Thousand confirms it (in the dub, Thousand threatens to make Vector suffer if he questioned his authority again). Vector agrees, and Thousand tells him that for the device to work, it needs more power, enough to destroy the Astral World. He adds that they must amplify the evil in the human world and Barian Worlds to increase his strength significantly. To accomplish this, more Fusionizers must be produced. The device in front of them already has plenty of power. Vector deduces that this is why Thousand needed Number 96's power. Thousand tells Vector that he will concentrate on making more devices and he will entrust Vector with another task. Vector protests, but Thousand says he knows - their bodies and souls are one and Vector cannot leave the palace. He grants Vector four "Number" cards and orders Vector to come to the throne. As Vector climbs the stairs, Thousand asks if Vector enjoys employing people with bad intentions. The cards disappear into Vector and he sits on the throne, exhausted. Suddenly, tentacles extend from the throne and bind Vector to it. The tentacles transform into a set of armor, preventing Vector from leaving. He screams in agony.
Back at Yuma's house, Yuma sobs while laying on his hammock. He mutters why Astral had to leave him. He turns over and looks at his Deck. Yuma mutters that Kari was right; he shouldn't have continued Dueling (in the dub, Yuma also wishes he had never heard of the "Number" cards). He wouldn't have to deal with these painful memories if he stopped Dueling. Yuma decides to be rid of the "Number" cards as he picks up his Deck in an attempt to destroy it. Before the blow can be dealt, Astral's voice echoes in Yuma's mind. Yuma recalls Astral telling him to protect the "Numbers". In tears, he remembers the promise he made to Astral; even then, he is unsure on what to do.
The next morning, in the hospital, Rio is still unconscious. Shark is on her bedside. Tori knocks on the door and comes in with a bouquet of flowers as a get well gift. Shark tells her to leave it on the table. Tori tells Shark that since Astral left, Yuma was depressed. Shark interrupts her, telling her he is not in the mood to talk to him. Tori admits this is true, since Rio is still not well. Tori excuses herself and leaves. Once Tori is outside, Shark wonders what he should say to Yuma (in the dub, Shark also questions on whether he is truly a Barian).
At Thousand's palace, Mr. Heartland yells his signature "Fly Burning!" catchphrase. He says he came to Vector just as he asked. Vector scolds Heartland for being late. Heartland notices the set of armor binding Vector to his throne and wonders why Vector has it. Before Heartland can continue, Vector grabs Heartland, encasing him in energy. This transforms Heartland back into his human form, albeit without any clothes (only the first shot of the naked Heartland is retained in the dub; the others were cut). Glowing with a magenta aura, Heartland thanks "Lord" Vector for turning him back. Vector gives Heartland an assignment in return for turning him back to a human. Heartland gladly agrees and dons a white suit. Vector gives Heartland a card, telling him to use it to take Yuma's "Numbers". When Heartland looks at it, he exclaims that it is "Number 1" and cannot believe that Vector would give him a valuable card (in the original, the number is the only glimpse of the card; in the dub, its full artwork can be seen). Vector also gives Heartland subordinates to help him. Three cloaked figures appear behind them. Heartland recognizes them and one of the figures steps forward. He chuckles and says the Fearsome Four of the Dark Dueling World is teaming up again. Then he throws off his cloak, revealing himself as Erazor. Heartland is surprised that Erazor is working for him again. He kneels down to Vector and says they will not fail him. He and Erazor disappear.
In the human world, Yuma's friends are having a party at his house. Tori eats a homemade chicken nugget. She exclaims it is delicious and offers the rest of the chicken nuggets to her friends. Cathy interrupts Tori and presents her special cat rice to the group, to Tori's chagrin. Bronk holds up a new Number Club badge that he made for the group to see; he says he made enough for everyone. Flip reaches into his pockets and pulls out several rare cards that he obtained with his sneaky tricks. Caswell shows the group exemption tickets from the classroom cleaning duty (in the dub, these are tickets for the Kuriboh coaster). Everyone gets depressed when they realize that Yuma is not coming down from the attic. Caswell says Operation Heavenly Rock Cave was a failure. Cathy mutters Yuma's name, while Bronk adds that Astral is no longer here. Tori's eyes start to water as she looks down on the food she made. Later that night, Yuma looks at the gifts his friends gave him. He takes a chicken nugget and eats it.
Somewhere in Heartland City, Erazor is engaged in a Duel and deals a finishing blow to his opponent. He walks up to the horrified opponent and says he will be taking his memories, just as they agreed (in the dub, Erazor says he knows that it's disappointing to lose, and he is here to make his opponent forget about it). Erazor grabs his victim on the face and the former transforms into a humanoid insect. The Duelist screams as his memories are taken away. At the Tsukumo household, Kari reads up on reports of Duelists having amnesia. Unconscious Duelists were found at the road on midnight. When they regained consciousness, their memories were wiped away. Kari mutters who could be doing this. Meanwhile, a submarine travels underwater. One of the figures on board says Astral disappeared, meaning the Barians' attacks are getting fierce. The time has come for them to strike. He turns to one of the crew members and entrusts Yuma to him. The pink-haired boy salutes and says "Roger!" The submarine surfaces at Heartland's borders. The next morning at Heartland Academy, Bronk reads up on the reports that Kari read the other night. Flip speculates it could be the work of the Barians (in the dub, Flip says messing with memories is bad). Caswell says this is the Number Club's time to appear after a long time. Tori agrees and says this may help Yuma out of his depression. Bronk and Cathy also agree with Caswell. All five members of the Number Club cheer.
At Heartland Memorial, Erazor sits on a table filing his nails. Heartland walks in and demands Erazor what is the meaning of this. Erazor asks what he means and Heartland reminds him of their mission to steal Yuma's "Numbers", yet Erazor went around the city at night and stole other Duelists' memories. Erazor finishes filing and says what he did is just a warm-up. The memories Erazor took are also food for him; they taste like the sweetest honey. Erazor admits he enjoys the sight of watching his victims squirm as he sucks the memories out of them. An alarm from a bust of Heartland sounds as the Number Club investigates the memorial; Bronk silently urges the group to move on. From a monitor, Heartland recognizes Tori, the girl who was always with Yuma. Erazor says the Number Club would make good puppets (a shot of Erazor licking his lips is cut from the dub; Erazor also mentions that Tori's memories could be helpful and delicious). As the Number Club continues, Caswell says the incident involving the stolen memories could be coming from the memorial. Bronk and Flip say the thief could be hiding somewhere. Tori tells them when the thief shows up, she will beat them up with a frying pan. A voice says she got that backward. The group realizes that the thief, Erazor, is right behind them. He asks if they have any business with him before he transforms into an insect and starts stealing a terrified Tori's memories.
Yuma is still at home, depressed. A robotic fly flies through a window and perches itself on a chair. It projects a hologram of Mr. Heartland as he yells his "Fly Burning!" catchphrase. He says it has been a while. Yuma gets up and asks why Heartland is still alive. Heartland says that thanks to Yuma, he was sent to the Parallel Worlds, but was resurrected thanks to Vector. Heartland's hologram shifts to that of Yuma's friends. All five of them are catatonic, to Yuma's horror. As Kari walks home with the groceries, Yuma bursts out of the house. She asks where he is going (in the dub, she mutters that it's about time he was up and about). As Yuma runs towards Heartland Memorial, he remembers what Heartland said to him. The Number Club got involved in an incident in order to cheer him up. Heartland thought that Yuma would be overjoyed upon learning that they solved the case. In order for Yuma to return the favor, he had to come to Heartland Memorial with all the "Numbers" he currently has. As Yuma nears the memorial, he yells that he is coming for his friends. When Yuma arrives, Heartland welcomes him. Yuma demands Heartland for the location of his friends. The former mayor informs him that they are next to them. All five members of the Number Club are slumped near a wall, in a catatonic state. Yuma calls out to them, but they do not respond. He demands Heartland on what he did to them. From the feet of Heartland's statue, Erazor says he was the one who did this, as he stole their memories. Yuma asks what he means. Erazor introduces himself and challenges Yuma to a Duel with the "Numbers" on the line in order for his friends' memories to be restored. The Barian says the outcome is already clear: Yuma will lose and cry miserably as his "Numbers" are taken and his friends are not saved. Yuma thinks that this is a Duel he must win, since the "Numbers" and his friends' memories are at stake. He wonders why he is scared, even after all this time. Yuma recalls several more memories of him Dueling alongside Astral, up to the time he disappeared. Erazor urges Yuma to make his choice.
Yuma is still frustrated, but Heartland tells his subordinate to hold on. There is no need to pressure Yuma so much. He tells Yuma to think carefully--the "Number" war is an issue between the Astral and Barian Worlds. It should have nothing to do with a human like Yuma. Now that Astral is gone, there is no reason for Yuma to protect the "Numbers". Yuma starts to answer, but Heartland leans in close and proposes a solution. If Yuma gives him the "Numbers", Heartland will no longer bother him and his friends. Their memories will be also returned. Heartland even offers to erase the memories pertaining to Astral because the thought of losing him is painful. It would be natural for Yuma to retain the pleasant memories of Astral, though. If all memories of Astral are erased, Yuma will return to the calm, peaceful world he knew before he met Astral. Yuma starts to consider Heartland's offer as he reaches for his Deck box. Before he can give it to Heartland, Yuma says he cannot do it. Heartland is confused and various "Numbers" appear in spirit above Yuma as he declares that while it is true he has nothing to do with the Astral and Barian Worlds, the "Numbers" are something Astral left with him. To them, the "Numbers" represent the things they spent fighting for; therefore, they cannot be just given to other people like Heartland. A voice from above says Yuma is right. Trey throws a sword at Heartland, but Heartland dodges by teleporting away from Yuma. Heartland and Yuma recognize Trey.
Trey tells Yuma that he recognizes his determination because if he had the feelings to fight for what he wanted to protect, Trey will become the shield and sword to protect him (in the dub, Trey tells Yuma that if Heartland wanted to harm Yuma, they will have to go through him first). Yuma is confused and Trey informs him that he and his brothers researched the Barian and Astral Worlds. During investigation, they learned that Yuma lost Astral. Trey admits that Yuma is the first friend Yuma met; because of this, he cannot ignore his sadness. Heartland scoffs at the reunion and asks Trey what he, his brothers and their father could possibly do (in the dub, Heartland says he is up against two runts). Trey responds that they will crush "some comical fly wearing glasses". Heartland curses and sends a swarm of flies from his cane at Trey, but Trey uses his crest bracelet to protect himself and Yuma with a pink barrier. When the flies make contact, they drop dead to the ground. Heartland is baffled that Trey can still use the power of the crests. Trey tells him that Quinton made bracelets that harnessed the power of his father's crest. Yuma mutters, "The power he gave you..." Trey turns to Yuma and says while he cannot replace Astral, he can help him Duel against Erazor and Heartland. In the past, Yuma fought Trey with his life on the line, but now Trey will fight alongside him as a friend. Yuma mutters what Trey just said before recalling the same memory of Astral entrusting the "Numbers" to him. Yuma opens his Deck case and presents Trey with "Number 33: Chronomaly Machu Mech" and "Number 6: Chronomaly Atlandis". He tells him that when Astral left Yuma with the "Numbers", he may have meant to use their power justly; Yuma will split up this power with his friends and fight alongside them. Trey smiles and takes the cards. Yuma says while this may not be the best choice, this is his only answer for now (in the dub, Yuma says if Astral was here, he would have agreed with him). Erazor says Yuma and Trey appear ready to Duel. He leaps from the statue and adds that he is fine with a two-on-one Duel. Trey tells him that he will regret this decision. All three Duelists arm their D-Pads, while Yuma dons his Duel Gazer and Trey's Duel Gazer tattoo appears around his eye. All three players yell, "Duel!"
Before the Duel starts, Heartland tells Erazor that he will flower up the battlefield. He snaps his fingers and enlarged versions of Don Thousand's Emblem appear on the ground. He chants, "My clansmen! Carve the seal of wickedness within the earth!" Yuma asks what's the meaning of this. Heartland explains that within this field, at the same time a Duel begins, Erazor can halve his opponents' LP and add them to his own. Trey calls this a dirty tactic and Heartland agrees. He points his cane at the Number Club, calling them his opponents' problem. Heartland proceeds to prod Tori with the cane (Heartland gesturing with the cane is cut from the dub). Yuma falls on one knee, while Trey hangs on, their LP halved to 2000. Erazor laughs as his LP increase to 8000. He transforms into a humanoid cicada and releases a burst of energy that destroys the statue of Heartland, greatly upsetting the former mayor of the city that his image was ruined (Heartland bemoaning his statue's destruction is cut from the dub). Yuma mutters that this must be Erazor's true form (in the dub, Yuma mutters that he isn't liking this, while Trey agrees).
Erazor vs. Unknown Duelist
Earzor's opponent's LP are damaged through unknown means (Opponent: 800 → 0 LP).
Yuma Tsukumo and Trey vs. Erazor
The Duel starts with every player having 4000 LP each, but Mr. Heartland activates a field effect, which reduces Yuma's and Trey's LP by half and Erazor gains LP by the total amount they lost (Yuma: 4000 → 2000 LP; Trey: 4000 → 2000 LP; Erazor: 4000 → 8000 LP).
Duel continues in the next episode.
The following cards appeared in this episode.