"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 LP). Rio's "Ice Beast Zerofyne" attacks an opponent directly (Opponent: 2000 → 0 LP) and Yuma's "Gagaga Cowboy" does the same to another opponent (Opponent: 1500 → 0 LP).

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 "Lightning Clinch", paying 3000 Life Points (Alito: 4000 → 1000 LP) to negate those attacks. Alito draws "Brain Reboot" and subsequently activates it (as his Life Points are 1000 or less), returning all monsters on the field to their owners' hands and inflicting damage to all players equal to the combined Levels of the monsters returned to their hand by this effect times 500 (All opponents ? → 0 LP).

Yuma Tsukumo vs. Alito

Turn 1: Alito
Alito draws. He then Normal Summons "Battlin' Boxer Headgeared" (CG Star4/1000/1800) in Attack Position. As he controls a "Battlin' Boxer" monster, Alito Special Summons "Battlin' Boxer Sparrer" (CG Star4/1200/1400) via its own effect in Attack Position. He then overlays "Battlin' Boxer Headgeared" and "Battlin' Boxer Sparrer" in order to Xyz Summon "Battlin' Boxer Lead Yoke" (Rank Star4/2200/2000, ORU: 2) in Attack Position. Alito Sets three cards.

Turn 2: Yuma
Yuma draws. He then Normal Summons "Gagaga Magician" (CG Star4/1500/1000) in Attack Position. Yuma then targets "Gagaga Magician" (a "Gagaga" monster) in order to Special Summon "Gagaga Child" via its own effect in Attack Position with its Level becoming the same as "Gagaga Magician" (CG Star2 → 4/800/1200). Yuma then overlays "Gagaga Magician" and "Gagaga Child" in order to Xyz Summon "Number 39: Utopia" (Rank Star4/2500/2000, ORU: 2) in Attack Position. As "Gagaga Child" was used for the Xyz Summon of "Utopia", the second effect of "Gagaga Child" forbids "Utopia" from attacking during the turn it is Xyz Summoned.

Yuma Sets three cards. Alito activates his face-down "Overlay Flash" to detach an Overlay Unit from "Lead Yoke" ("Lead Yoke": 2 → 1 ORU) and negate the effects of "Utopia". As an Overlay Unit was detached from "Lead Yoke", its second effect increases its ATK by 800 ("Lead Yoke": 2200 → 3000 ATK).

Turn 3: Alito
Alito draws. "Lead Yoke" attacks "Utopia", but Yuma activates his face-down "Battle Rush" to prevent his monster from being destroyed by battle and inflict the Battle Damage he would take to Alito instead. As a Trap Card was activated during the Battle Phase, Alito activates his face-down "Fancy Footwork", negating the activation of "Battle Rush" 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" to negate and destroy "Fancy Footwork" as well as 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 Yuma activated a Counter Trap Card during a battle, Alito activates his face-down "Counter Clash" to negate and destroy "Xyz Strike" as well as double all Battle Damage from this battle. "Lead Yoke" then destroys "Utopia" (Yuma: 4000 → 3000 LP).

Turn 4: Yuma
Yuma draws "Xyz Revenge" and subsequently activates it (as his opponent controls an Xyz Monster which has an Overlay Unit) to revive "Utopia" (Rank Star4/2500/2000) in Attack Position and attach the Overlay Unit of "Lead Yoke" to "Utopia" ("Lead Yoke": 1 → 0 ORU, "Utopia": 0 → 1 ORU). The second effect of "Lead Yoke" activates ("Lead Yoke": 3000 → 3800 ATK).[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 ("Utopia": 2500 → 5000 ATK). "Utopia" attacks and destroys "Lead Yoke" (Alito: 4000 → 2800 LP).

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.



  1. The written Japanese anime lore of "Battlin' Boxer Lead Yoke" says its ATK boosting effect only activates upon an Overlay Unit being detached by the first effect of "Lead Yoke".