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A Towering Takeover! (襲撃フレア団！プリズムタワーのジガルデ！！ Team Flare Attacks! The Zygarde at the Prism Tower!!) is the 39th episode of Pokémon the Series: XYZ.
Lumiose City falls into shambles due to the attack of mysterious plants that suddenly appeared. Ash and the others head to the Prism Tower to try finding out the truth behind this incident, but are met by a surprise attack from Team Flare, and Ash ends up getting captured. And then, Lysandre, Alain's boss and representative of Lysandre Labs, finally unleashed his ambition on the entire world.
Z-2, in its serpent form, sends out a pulse to grow out more roots through the city. Below the Kalos League stadium, Ash, Alain and Pikachu run off. Ash warns Alain Mairin has been watching the finals, but didn't contact Alain, fearing she'd get in his way. Alain claims she shouldn't have done that, but Ash senses Mairin means a lot to Alain. Alain stops a moment and confirms this, so Ash promises to help in the search for her. Outside, they meet up with Serena, Clemont and Bonnie, the latter reporting Squishy ran off. They hear a call, reporting everyone should move away from the Prism Tower, from where the roots are spreading. The heroes realize the glowing thing in the distance is Zygarde, fearing it caused this mess. While Squishy wants to contact Z-2, it glows with a green light, absorbing the green cells into the hound form. Since Squishy receives no answer from Z-2, it moves off towards the tower.
Bonnie knows Squishy is going towards the tower. Ash decides to go with Alain to find Mairin, while Clemont and Serena go with Bonnie to find Squishy. Before leaving, Clemont gives a communication device with Ash so he, Clemont and Serena can contact each other in emergencies. Serena wishes Ash luck, who runs off with Alain. As more roots spout out, Sawyer sends Sceptile, who slashes the root with Leaf Blade. He, Tierno, Trevor and Shauna ask of other people to run away, while they would protect them. Shauna sends Ivysaur, Tierno his Blastoise and Trevor his own Charizard. Sycamore asks others to leave, while roots spout out. He recalls Olympia's vision of how "green flames would pull humans and Pokémon towards its center". Sycamore fears this situation is exactly what Olympia spoke of, since he, Ash and his friends would play a major role in this, though wishes to know where they are.
One of the roots nearly strike a person, but Diantha and Gardevoir intervene and stop the attack. Officer Jenny comes and thanks Diantha for helping out. She reports while they are escorting the citizens away, more roots are spouting out and deal damage. While Diantha goes with Officer Jenny, Team Rocket is also dealing with the roots. While they are dealing with the problem, Malva observes the situation and mutters "Lysandre". Alain and Ash find Mairin at one of the buildings. They tell her everyone is going to Prism Tower, but a root spouts out and blocks their view. Alain sends Charizard out, who slashes the root with Dragon Claw. However, more roots spout out, even despite Pikachu using Iron Tail on them. Squishy tries to contact Z-2, but meets no answer. Team Rocket notices Malva is going away, who dismisses her. Team Rocket wonders shouldn't they report this and is told Malva has to do something important. Jessie has an idea and has Team Rocket's Meowth and James film her. She reports to people of Kalos strange roots have spouted out in Lumiose City, which threaten everyone. Still, she decides to continue investigating, even at the cost of her life.
Charizard and Pikachu fire Flamethrower and Thunderbolt to break through. Suddenly, they are attacked by Celosia and Celosia's Drapion, who want their attention. Ash remembers she was the one that pursued Squishy, which intrigues Celosia, who states they are after Ash himself this time. Alain is terrified and is told Celosia was ordered by the director to do this. Ash wonders if Alain knows this people, but Alain remains silent. Celosia answers he is actually their colleague, which surprises Ash he is one of "those people". Celosia also asks Alain to come wit her, as one of Team Flare's members went to secure Mairin. Ash doesn't believe them and takes Alain's hand, who refuses to go, but remains silent. As the grunts surround Ash, Drapion uses Confuse Ray and puts Ash unconscious. Pikachu is confused, but stays with Ash to protect him. Celosia is amused how Pikachu protects his trainer, though Pikachu falls unconscious as well. The grunts place some objects on Ash, while Alain is angry at this.
Jessie continues her report, though Meowth notices their broadcast is interrupted. While Sawyer, Tierno, Shauna and Trevor help people out, Lysandre appears on the screens. Lysandre introduces himself, admitting he formed Team Flare. While Serena, Clemont, Bonnie and Mairin watch the broadcast, Lysandre announces his organization will rebuild this world. Lysandre shows Zygarde, the Order Pokémon, who is angry at humans and Pokémon. Lysandre claims humans are fools, who will not share something that is unique to the world and will fight over something they will not share. And if there is a fight, only the strong ones will survive. Thus, Lysandre seeks to build a beautiful world without fighting or theft, which requires to reduce the amount of lives only to the chosen ones. The Gym Leaders watch the broadcast as well, as Lysandre announces he, his organization and Zygarde will pass on the punishment and will create a more beautiful world.
Mairin is in shock to why Lysandre would do that. The Team Flare grunt tries to take Mairin to Lysandre, claiming it is to create peace. However, he is stopped by Sycamore, stating he doesn't tolerate to force a lady. As Mairin taunts the grunt, he sends Team Flare's Skorupi, while Sycamore his Garchomp. Garchomp uses Dragon Claw to negate Skorupi's Poison Sting. After the collision, the grunt finds Sycamore and Mairin gone. As Alain, the unconscious Ash and the grunts are flying towards the Prism Tower, Mairin thanks Sycamore for the rescue. She recalls Alain was with Ash and mentioned going to Prism Tower. Sycamore notes Ash and his friends are in danger, seeing they have to go there as well. Mairin also notes Lysandre's broadcast, while Sycamore knows they have to find out the truth. Alain comes to Xerosic, who reports the director has awaited him. Alain asks about Zygarde and Ash's capture, but Xerosic tells Lysandre will explain.
Alain comes to Lysandre, who welcomes him, showing how beautiful the scene is. He reminds Alain made the systems complete, as Lysandre was seeking for peace. Z-2 emits another pulse to spout roots out, while Squishy has arrived to Prism Tower. Lysandre tells Alain the unwanted are being disposed, for Zygarde represents their anger. Alain wonders what kind of a peace is to destroy a city, reminding Lysandre wanted to protect the people. Lysandre confirms, but adds he wants to protect only the chosen ones. Squishy comes atop the tower and gains Z-2's attention. Squishy tries to ask why Z-2 isn't responding, while Lysandre notices Z-1 has arrived as well. Braixen uses Flamethrower and Luxray launches Swift, destroying some roots. More roots spout out and two of them attack Serena, Clemont and Bonnie. However, Clembot and Heliolisk arrive and stop the attack. Clembot apologizes for being late, stating it will always protect its master. Clemont thanks his robot, asking to go with him towards the Prism Tower, which Clembot accepts.
More roots spout out, but Mega Blaziken uses Blaze Kick to destroy it, since Blaziken Mask has arrived. He states he will protect the city, so Clemont points the source of the problem lies inside Prism Tower and should destroy it to help Lumiose City. Blaziken Mask understands and asks of them to retreat, but Clemont and Bonnie state the Gym is inside, as well as Squishy. The Blaziken Mask reminds them it is too dangerous, but Bonnie reminds Squishy is her friend, while Clemont wants to save his Gym, which is filled with his memories. They beg him to go as well, so Blaziken Mask lets them come with him, but if things get too dangerous, they have to run away. Z-2 launches Dragon Pulse, so Squishy uses the same attack to counter. However, Squishy gets hit and reverts to its original form, then falls off the tower. Bonnie stops, sensing Squishy is in pain and states they have to hurry up.
Alain reminds Lysandre's words that "to protect something, one needs to grow stronger". He wonders if this is what Lysandre meant. Lysandre wonders what Alain was protecting, thinking if it was the future, which could turn even worse every day, which angers Alain. Suddenly, Alain watches as Ash and his Pokémon, who are cuffed by strange devices, float in midair unconscious. Blaziken Mask and others arrive to the Prism Tower. Just as Mega Blaziken goes to free the entrance, it gets attacked by Dark Pulse, for Aliana and Bryony have arrived, who state they won't let them pass. Ash wakes up and finds himself and his Pokémon captured and unconscious as well beside Pikachu who just woke up right after Ash did. Seeing Lysandre and Alain, Ash ask them whats going on and to let him and the others go, but Lysandre, who apologizes for the rough treatment, claims he can not releases them. Ash also sees Zygarde, who is being controlled then turns to Alain and ask him what's this all about, but Alain is silent, while Lysandre notes Ash could be a chosen one.
Clemont claims this is his Gym, but Aliana and Bryony ignore him, while Serena sees Team Flare caused this chaos. Everyone watches as Squishy glows with a green light, absorbing the Zygarde cells to transform into the serpent form, just like Z-2. The heroes are astounded as they learned that Squishy is actually a Zygarde all this time, while Bryony notes Lysandre's plan to lure Z-1 in had worked. Z-2 descends down to face Squishy, who is annoyed that Z-2 doesn't hear any of its words. Regardless, Squishy is ready to face it.
Xerosic, however, emits the broadcast, pointing they captured Z-2 for "Operation Z". He explains Zygarde appears when the ecosystem of Kalos is disturbed and will deliver justice, being the Order Pokémon. He notes Zygarde absorbs the Zygarde cells to empower itself. Since they captured Z-2, they have been working to find ways to create a beautiful world they wanted. He also makes it know whoever sympathises with Team Flare's ideals should join them.
- "Pokémon Quiz:" Zygarde (50% Forme; JP)
- "Who's That Pokémon?:" Zygarde (10% Forme; US)
- This episode begins the Team Flare Arc.
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