Team Rocket has captured Pikachu once again, and Ash and co. are chasing Team Rocket down. Team Rocket comes to a fork in the road. They can't decide which way to take. While they are thinking, Pikachu opens the cage and frees itself. Then Pikachu uses Thunderbolt on Team Rocket to blast them off. Team Rocket lands in another part of the forest. They begin to argue about who was suppose the have directions and who was suppose to fasten the cage. Jessie then states that they would do better in succeedinig if James didn't have feelings. James says that he is glad to have a heart unlike Jessie. Jessie also says that they are better off with a talking Persian than a talking Meowth. Meowth gets angry at this. Their final decision is to split up for good. They all agree on this, and each of them take a separate path.

May holds out her newly won ribbon. Brock likes the idea on how the Grand Festival is going to be in the Indigo Plateau. May can't wait until the Grand Festival starts. Ash and co. step closer to Pewter City, Brock's hometown. Ash can't wait for his last Battle Frontier challenge. Max tells Ash that they are first going to the Pewter City gym. An adult is crowded around by a few kids. He tells them about a battle that is coming up. He sees Ash and co. and notices them from before. He tells Ash that he would be perfect for the battle. The adult is actually Butch from Team Rocket in disguise. Ash and co. walks in the building. Nurse Joy is at the counter. She tells Ash to fill out a form to register. Nurse Joy is actually Cassidy in disguise. Cassidy tells Ash to leave the rest of his Pokémon with her. A room opens up presenting the great healing machine. She even shows them a machine used for polishing Pokéballs. Ash, May, Brock, and everyone else wants Cassidy to take care of their Pokémon.

The first match is between Ash and another trainer. Ash chooses Corphish and the trainer chooses Pinsir. Pinsir starts off with Vicegrip, but Corphish dodges the attack. Then Corphish uses Crabhammer, and Pinsir counters with Guillotine. Meanwhile, Jessie approaches the same battle building. She runs inside hoping to steal a lot of Pokémon. James and Meowth approach the same building as well and run inside. Back with the battle, Pinsir has thrown Corphish to the ground. Then Pinsir uses Guillotine again. Corphish uses Harden to endure the attack. Then Corphish uses Bubblebeam to weaken Pinsir and Crabhammer to finish it off.

Cassidy tells Butch to carry a box to the next room. James is observing the building. He comes across Jessie. Cassidy faces them and takes off her mask. Jessie and James are shocked to see Cassidy. Cassidy tells them that she is on an important operation in order to steal all the Pokémon she can get. She was surprised that Jessie and James didn't show up for any of the parties Giovanni held. Jessie and James sadly didn't get an invitation. Cassidy and Jessie begin to argue with each other. Cassidy sees that James has a look of disgust on his face. Cassidy offers him to join forces with her and Butch. She drags James away. Jessie gets angry and kicks a fire extinguisher.

Ash now is battling another trainer. It is his Corphish against the trainer's Marowak. Corphish uses Crabhammer, but Marowak dodges the attack. Then Marowak uses Boomerang. Corphish dodges the bone, but the bone comes in from behind Corphish and hits it hard. Meanwhile, Butch is carrying the box of Pokéballs. He is very frustrated at Cassidy for getting his name wrong each time. Jessie walks up to Butch. She notices that he is carrying a box of Pokéballs. Butch says that Jessie isn't bad at all. Jessie decides to take over the operation so that her and Butch can get rich.

Corphish uses Crabhammer and Marowak counters with Bone Club. Ash orders Corphish to knock the bone out of the way. With another claw, Corphish knocks the club out of Marowak's hands. Defenseless, Marowak gets hit by Corphish's Crabhammer. Meowth walks down the hallway. He is beginning to miss Jessie and James. He steps on a bag of food. Inside it is a biscuit. This brings back good memories for Meowth. He remembers Jessie, James, and him always splitting food into three equal pieces. Meanwhile, Max is chasing after Munchlax. He finally grabs Munchlax. Max hears someone people talking behind a door. He peeks through the door and sees Cassidy and James. He listens to them talk about how Jessie would have never thought of this operation before.

Corphish is declared the winner against Marowak. When Ash's battle is over, Max calls Ash, Brock, and May over. Max tells them that Team Rocket tricked everyone into giving handing over their Pokéballs to them. He leads them to the room. Ash and co. walk up to Cassidy and James. Ash accuses them for stealing Pokéballs, and Max shows them a box of Pokéballs as proof. Cassidy and James begin to say their motto. Cassidy and James disagree with their motto. Ash sends in Corphish and Cassidy sends out Houndour. Corphish hits Houndour with Bubblebeam, and Houndour hits Corphish with Flamethrower. Corphish is sent back into a box. The box falls out and a lot of Pokéballs roll out into the hallway and onto the battle arena. Ash and co. tells the people in the audience that Team Rocket scammed them all.

Cassidy says that the battle is not over yet. Several Team Rocket members jump out and a big battle starts. Jessie and Butch walk out into the arena. Jessie notices that Cassidy messed up, so they decide to exit with the box of Pokéballs Butch is holding. Ash notices them trying to escape, and Jessie and Butch begin to run away. Ash sends out Swellow. Swellow tackles into Butch, knocking the box out of his hands. The box falls on the floor and the Pokéballs roll out. Ash and co. run up to Jessie and Butch. Jessie and Butch say their motto, but they get it wrong too. Butch sends out Raticate to battle. Pikachu uses Thunderbolt to blast Jessie and Butch off.

Jessie, James, and Meowth each are collecting Pokéballs off the ground and placing them in a bag. Each of them hope to succeed. They each come to the last Pokéball. Meowth walks up to his friends and holds out the buscuit. He reminds Jessie and James of the good times they shared in the past. They each take a piece of the biscuit. A trainer sends out his Rhydon. Rhydon blasts Jessie, James, and Meowth off with Horn Attack. All of Team Rocket leaves the building. While Ash and co. are finishing cleaning up, they see Cassidy and Butch running off with a box of Pokéballs. They begin to chase after them. Cassidy and Butch fall into a hole, but they manage to get out of it. Cassidy presses a button, and a giant chopper is revealed. Before they can get into it, they trip and fall. Pikachu uses Thunderbolt to blast Cassidy and Butch off for good.

Jessie, James, and Meowth float down in their balloon. They say their motto to Ash and co. They were the ones who dug the hole for Cassidy and Butch. A mechanical arm reaches down and grabs the box of Pokéballs. Ash sends out Corphish. Corphish uses Bubblebeam on the balloon. Team Rocket blasts off again.

Everyone is happy that they got their Pokéballs back. Max says their lucky since they only have to deal with three people from Team Rocket. Ash and co. now continue their travel towards the Pewter City gym. Meanwhile, at night, Jessie, James, and Meowth split a biscuit again. However, Jessie purposely makes sure she gets the bigger half of the biscuit. James and Meowth get angry at Jessie, and the tree of them begin to fight over the biscuit.