"Counter Offensive: Part 2", known as "Roar! Chaos Numbers - The Final Blow Aimed at Yuma" in the Japanese version, is the eighty-sixth episode of the Yu-Gi-Oh! ZEXAL anime. It first aired in Japan on January 13, 2013 and in the United States on November 9, 2013.
Yuma and Alito continue their Duel as Alito Summons his own "Number", Yuma and Astral cross and use ZEXAL. Touched by Yuma and Astral transforming to get real serious, Alito transforms to his own original Barian form and counterattacks.
Turn 6: Yuma Astral and Yuma perform ZEXAL Morph. Yuma activates "Xyz Treasure", which allows him to draw a card for each Xyz Monster on the field, so he draws two. Yuma then performs a Chaos Xyz Evolution, overlaying "Utopia" to Xyz Summon "Number C39: Utopia Ray" (2500/2000) in Attack Position. "Utopia Ray" attacks "Star Cestus", destroying both monsters as they have equal ATK. Yuma then activates Quick-Play Spell Card "Xyz Stand", which allows him to Special Summon an Xyz Monster from his Graveyard that was destroyed by battle and sent to the Graveyard this turn. The monster is Special Summoned, but cannot declare an attack this turn and its effects are negated. Yuma Special Summons "Utopia Ray". Alito activates his own face-down "Xyz Stand" to Special Summon "Star Cestus" with the same restrictions. Yuma Sets two cards.
Turn 7: Alito
Alito activates "Xyz Treasure", drawing two cards. He then activates "Rank-Up-Magic Barian's Force", Ranking Up "Star Cestus" and performing a Chaos Xyz Evolution to Special Summon "Number C105: Battlin' Boxer Comet Cestus" (2800/2000) in Attack Position. He activates the effect of "Comet Cestus", detaching the overlaid "Star Cestus" ("Comet Cestus" ORU 1 → 0) to target and destroy a monster his opponent controls, inflicting damage equal to the destroyed monster's ATK. He targets "Utopia Ray", but Yuma activates his face-down "Overtraining", targeting "Utopia Ray" to prevent its destruction this turn. However, it will be destroyed and sent to the Graveyard at his next End Phase. "Comet Cestus" attacks "Utopia Ray" (Yuma 500 → 200). Alito Sets a card.
Turn 8: Yuma
Yuma performs a Shining Draw and Normal Summons "ZW - Eagle Claw" (2000/1200) without Tribute via its own effect as Alito has 2000 or more Life Points than Yuma. He then equips it to "Utopia Ray" via its effect, increasing its ATK by 2000 (2500 → 4500). "Utopia Ray" attacks "Comet Cestus", but Alito activates the effect of the "Counterpunch" in his Graveyard, banishing it to use a Trap Card in Yuma's Graveyard as his own. He uses "Battle Rush", preventing the monster's destruction by battle and inflicting the Battle Damage to Yuma instead. Yuma activates the effect of "Eagle Claw", negating the activation of and destroying a Trap Card as the equipped monster is battling. As Yuma activated an effect during the Battle Phase, Alito activates his face-down "Corkscrew Counter", negating the activation of and destroying an opponent's card to inflict 500 damage. Yuma activates his face-down "Last Chance" as his opponent activated a Counter Trap Card. He may use a Counter Trap Card from his opponent's Graveyard. He chooses "Counter Clash". As a Counter Trap was activated during a battle, its activation is negated, it is destroyed and the Battle Damage is doubled. The attack continues and "Comet Cestus" is destroyed (Alito 2800 → 0).
The following cards appeared in this episode. Cards in italics debuted here.