Ash continues his training for the Pokémon League by getting some advice from Professor Oak. Ash wants Professor Oak to coach him. Brock says that they have been getting sidetracked a lot, and Ash hasn't had much time to train. Professor Oak gets angry and tells Ash that he might else well quit right now. Ash runs out of the lab as fast as he can. Mrs. Ketchum comes out with Ash's backpack. Professor Oak reminds Ash to do his best for the competition. Misty and Brock thanks Mrs. Ketchum for letting them stay at her house. Ash and co. then leaves Pallet Town, and they head for Indigo Plateau where the Pokémon League will be held.

Ash and co. are taking a shortcut through the grass to get to Indigo Plateau faster. A person whizzes past them. Misty wants to know why the boy scared them. The boy assumes that they are traveling to the Pokémon League. The boy's name is Otoshi, and he challenges Ash to a battle. Ash gladly accepts the challenge. The person who loses must forfeit all of their badges to the winner. Ash doesn't like this, and he walks away. Otoshi tells Ash that what good of a chance does he have winning the league if he can't battle him. Ash accepts his challenge as he is confident that he will win the battle.

Otoshi sends out Marowak and Ash sends out Bulbasaur. Ash looks up Marowak in his Pokédex. Bulbasaur starts off with a Tackle, but Marowak easily dodges the attack. Bulbasaur goes for a Vine Whip. Marowak uses Focus Energy first, and then it uses Bone Club. Bulbasaur gets hit and faints. Ash returns Bulbasaur back, and he chooses Pikachu. Pikachu dodges a series of Bone Clubs from Marowak. Thundershocking Marowak, Marowak faints. Ash is the winner of the battle. Otoshi can't believe that Marowak lost. However, Otoshi doesn't have any badges to give to Ash. Otoshi explains to them that his badges were stolen from him. Misty wonders who stole the badges from him. Otoshi says that his dream was stolen from a talking Meowth. Ash and co. concludes that Team Rocket must've done it. Ash knows how it feels to have something stolen from them.

James and Meowth are laughing because Otoshi fell for their trap. They can't believe that anyone could fall for a trick like that. James suggests that they take a look at the badges again. Meowth searches the balloon for them, but he can't find them. Meowth wonders where Jessie went. James tells him that she went out shopping with a box in her arm. Meowth thinks that Jessie stole the badges. Meanwhile, Jessie is walking on the road with the badges. She is dreaming about winning the Pokémon League and becoming a star. She makes an evil laugh.

Pidgeotto is searching the area for Team Rocket. Ash and co. meets back with Pidgeotto. Misty thinks that Pidgeotto might've spot something. James and Meowth take off on their balloon. Below them are Ash and co., and they want the badges back. Pidgeotto bursts a hole in the balloon. Otoshi tells them to return the badges at once. James and Meowth meeckly tells them that they were robbed too. Ash and co. goes through all of the things that Team Rocket owns. The badges are not there. Brock says that they just have a pile of junk. Meowth tells Ash that Jessie has the badges. Marowak starts to go crazy. It jumps up and down. Meowth tells Otoshi that Marowak doesn't want to be his Pokémon anymore. Marowak dreamed of getting into the Pokémon League, but because the badges were stolen, its dream cannot come true. Marowak says that it's best if they just say goodbye. Otoshi doesn't want Marowak to leave, but Marowak has already made up its mind. James and Meowth fix their balloon, and they head off to search for Jessie. Ash and co. searches for Jessie too.

Jessie is walking on the road in a costume. A trainer is on the road too admiring his badges. Jessie shows him her badges, and the trainer shows Jessie his badges. Meowth has spotted Jessie or at least he hopes. James knows that Meowth has found the right person. Jessie tries to trick the trainer, but before she can a bomb explodes between them. James comes in and they say the motto. Jessie cries of how close she was at stealing the trainer's badges. James tells her that she is a disgrace to Team Rocket. It's better if they work as a team instead of individuals. Ash and co. comes. Otoshi demands for his badges back. Jessie tells him that he can have the badges back if he beats her in a battle. Otoshi accepts her challenge.

Jessie sends out Arbok and Otoshi sends out Doduo. Meanwhile, Marowak is walking along with a sulky face. It sees a few trainers training their Pokémon for the competition. Marowak has a few flashbacks with him and Otoshi. Because of these flashbacks, Marowak wants to go back with Otoshi. Meanwhile, Arbok is hitting Doduo with a few Tackle attacks. The heads begin to attack each other because they are confused. Arbok begins to wrap its body around Doduo. Jessie now wants to capture Doduo. She throws an empty Pokéball at Doduo, but a bone hits the Pokéball. Marowak comes out. It is back. Otoshi returns Doduo, and he sends in Marowak. Marowak uses Focus Energy followed by a Bone Club. Then Marowak uses Bonemerang, defeating Arbok. James sends out Weezing. Pikachu uses Thunderbolt on Arbok and Weezing. Team Rocket retreats back into their balloon. Marowak fires its bone at Team Rocket. Their balloon explodes, and the badges falls from the sky. Misty catches the badges, and Team Rocket blasts off again.

Otoshi thanks Marowak for saving his badges. Misty returns the badges back to Otoshi. Otoshi thanks Ash and co. for helping him out. Brock tells Ash that even if they are late for the start of the competition, he did the right thing by helping someone else. Up ahead is Indigo Plateau. Ash runs ahead. Following him is Misty and Brock.