Yu - Gi - Oh ! ZEXAL - Episode 085 " 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 . Featured Duels . Battle Royal : Yuma , Shark , Rio and Alito vs . various brainwashed Duelists . The full Duel is not shown . Shark ' s " Big Jaws " attack s and destroy s 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 activate s the Quick - Play Spell Card " Lightning Clinch " , pay ing 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 return s 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 Summon s " Battlin ' Boxer Headgeared " ( 1000 / 1800 ) . As he control s a " Battlin ' Boxer " monster , Alito Special Summon s " 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 Set s 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 target ed for its Summon , so its Level changes from 2 to 4 . Yuma overlays his two Level 4 monsters to Xyz Summon " " ( 2500 / 2000 ) in Attack Position . Yuma Set s 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 ) . As the ATK of an opponent ' s monster increased , Yuma activates his face - down " Fiery Fervor " , equip ping 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 . Differences from the preview . Towards the end of the preview , it shows Alito holding three cards , covering his face and then Set ting them , but when the episode airs he Sets the cards first .