"Counter Offensive: Part 1", known as "Lightning-Speed Counter Battle! Alito the Determined Fighter" in the Japanese version, is the eighty-fifth episode of the Yu-Gi-Oh! ZEXAL anime. It first aired in Japan on January 6, 2013 and in the United States on November 2, 2013.

In order to defeat Yuma and gather the "Numbers" once and for all, Girag brainwashes various students. As the situation gets intense, Alito appears and helps Yuma, while revealing his true identity. Later, Yuma and Alito begin a Duel which starts off much like their previous encounter.

Featured Duels

Battle Royal: Yuma, Shark, Rio and Alito vs. various brainwashed Duelists

The full Duel is not shown.

Shark's "Big Jaws" attacks and destroys an opponent's "Inzektor Dragonfly" (Opponent 800 → 0). Rio's "Ice Beast Zerofyne" attacks an opponent directly (Opponent 2000 → 0) and Yuma's "Gagaga Cowboy" does the same to another opponent (Opponent 1500 → 0).

The various Duelists Summon "King of Yamimakai", "Sabersaurus", "Boar Soldier", "Jirai Gumo", "Skull Knight", "Twin-Headed Behemoth", "Giant Rat", "Doron", "Giant Orc", "Malice Doll of Demise" and "Berserk Gorilla". The monsters all attack, but Alito appears in front of Yuma. He activates the Quick-Play Spell Card "Lightning Clinch", paying 3000 Life Points (Alito 4000 → 1000) to negate those attacks. Alito begins his turn and activates "Brain Reboot" as his Life Points are 1000 or less. It returns all monsters on the field to the hand and inflicts 500 damage to his opponents for each Level those monsters have (All opponents 0).

Yuma Tsukumo vs. Alito

Turn 1: Alito
Alito Normal Summons "Battlin' Boxer Headgeared" (1000/1800). As he controls a "Battlin' Boxer" monster, Alito Special Summons "Battlin' Boxer Sparrer" (1200/1400) from his hand via its own effect. He overlays his two Level 4 monsters to Xyz Summon "Battlin' Boxer Lead Yoke" (2200/2000) in Attack Position. Alito Sets three cards.

Turn 2: Yuma
Yuma Normal Summons "Gagaga Magician" (1500/1000). As he controls a "Gagaga" monster, Yuma Special Summons "Gagaga Child" (800/1200) from his hand via its own effect. Since "Gagaga Child" was Summoned via its own effect, its effect allows it to change its Level to the same Level as the "Gagaga" monster targeted for its Summon, so its Level changes from 2 to 4. Yuma overlays his two Level 4 monsters to Xyz Summon "Number 39: Utopia" (2500/2000) in Attack Position. Yuma Sets three cards. Alito activates his face-down "Overlay Flash", letting him target an Xyz Monster he controls and detach an Overlay Unit from it to negate the effect of a monster his opponent controls. He detaches an Overlay Unit from "Lead Yoke" ("Lead Yoke" ORU 2 → 1) to negate the effect of "Utopia". As an Overlay Unit was detached from "Lead Yoke", its ATK increases by 800 via its own effect (2200 → 3000).

Turn 3: Alito
"Lead Yoke" attacks "Utopia", but Yuma activates his face-down "Battle Rush", which would prevent his monster's destruction by battle and inflict the Battle Damage to the opponent instead. Alito activates his face-down "Fancy Footwork" as a Trap Card was activated during the Battle Phase, negating the activation of Yuma's Trap Card and destroying it. As a Trap Card was activated during the Battle Phase when two Xyz Monsters were battling, Yuma activates his face-down "Xyz Strike". Yuma will draw a card and reveal it. If it is a monster, the ATK of the battling monsters will swap and the ATK of the opponent's monster will become 0. If it is a Spell or Trap Card, the Battle Damage Yuma takes will double. As a Counter Trap Card negated and destroyed a card during a battle, Alito activates his face-down "Counter Clash", negating the Trap and doubling all Battle Damage from this battle. The attack continues and "Utopia" is destroyed (Yuma 4000 → 3000).

Turn 4: Yuma
Yuma draws and activates "Xyz Revenge". As his opponent controls an Xyz Monster which has an Overlay Unit, he can target an Xyz Monster in his Graveyard, Special Summon it and attach the opponent's Overlay Unit to his new monster. Yuma Special Summons "Utopia" and takes an Overlay Unit from "Lead Yoke", whose ATK rises by 800 (3000 → 3800) via its own effect, to "Utopia" (Lead Yoke" ORU 1 → 0, "Utopia" ORU 0 → 1).[Notes 1] As the ATK of an opponent's monster increased, Yuma activates his face-down "Fiery Fervor", equipping it to "Utopia" and doubling its ATK (2500 → 5000). "Utopia" attacks and destroys "Lead Yoke" (Alito 4000 → 2800).

Duel continues in the next episode.

Featured cards

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

Yuma Tsukumo
Shark and Rio

Differences from the preview

Towards the end of the preview, it shows Alito holding three cards, covering his face and then Setting them, but when the episode airs he Sets the cards first.

Differences in adaptations

  • Alito bleeding is cut from the dub.
  • The scene where Tori mentions Alito can see Astral is cut from the dub.


  • In the dub, when "Xyz Strike" is destroyed, the Japanese version of the card can be seen for a moment.


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