Ash & Co. are still on their way to Violet City. Unknown to them, Team Rocket are lurking under the bridge ahead of them with a large cage, ready to catch our heroes. As they discuss their plan though, the section of bridge they are under gives way and they fall into the river below, getting washed away by the current. Ash & Co. arrive on the bridge and notice the missing section. They begin to wonder how to they will get across when, from out of nowhere, a whistle blows. Looking up, they notice a girl being carried through the air in a harness attached to a group of Ledyba. Brock waves to her, so she tells the Ledyba to descend. She lands, asking if there's anything she can help them with. Ash tells her that they need to cross the river, so she offers to fly them across with her Ledyba. They thank her for her offer. She then introduces herself as Arielle and tells them that she will have to take them across one by one.

After the crossing, they thank her again. She tells them that she had to go across anyway to do some work in the apple orchard they landed nearby. They ask her what work she has to do, so she invites them to stay for a while and see for themselves.

A little while later they watch as she uses the Ledyba to pollinate the orchard, giving them commands using her whistle. This gives Ash an idea, so he sends out Heracross and orders it to fly into the orchard and help the Ledyba. It flies towards the trees, but lands on a tree trunk and begins sucking sap from the tree. Brock watches Arielle, impressed at how well she controls all six Ledyba at once. Ash goes over to her and asks how she does it. She explains that she uses her whistle, using different notes to give the Ledyba different commands. Ash asks if he can have a go, but she politely refuses as it has been passed down in her family for generations. Ash understands. She gets back to work with the Ledyba.

In the trees not far away, Team Rocket lurk, planning to steal Arielle's whistle so that they can control the Ledyba.

Arielle calls the Ledyba in for a rest, when suddenly two strangers appear. Claiming to be antique appraisers they take the whistle from Arielle, before revealing themselves to be Team Rocket. They recite their motto then take off in their balloon. Jessie tries to use the whistle to command the Ledyba to follow them, but they don't move. Arielle tells her that the Ledyba won't follow her orders when she hasn't done any training with them. Angered by this revelation, Jessie sends out Lickitung and orders it to use Supersonic, confusing the Ledyba. Arielle orders them to use Tackle, but they are too confused. Ash orders Pikachu to use Thunderbolt, sending Team Rocket blasting off again, but also scaring the Ledyba away too.

As they search for the Ledyba, Ash apologises to Arielle. Brock sends out Zubat, reasoning that since both Zubat and Ledyba use supersonic waves to communicate, it should be able to find them. He orders it to find them and it flies off. It returns a few seconds later. Brock thinks it's found them already, but then a group of Golbat appear and fly around above them. Once he recalls Zubat, they fly away. Since Ledyba like the smell of flowers, Ash sends out Heracross and orders it to sniff out the nearest flower patch. After following Heracross for a few minutes it flies ahead. They run after it and find it holding onto a tree, drinking the sap.

In a clearing, Team Rocket are sat around their balloon, attempting to sow it back together, when Jessie, disappointed with the results of the whistle, throws it away. Meowth picks it up, suggesting that she may not have been playing it right. She challenges him to get it to work, but he can't seem to get it to make a sound. She then sends out Arbok, ordering it to go and find them something to eat, when Meowth finally gets a sound from the whistle, causing Arbok to begin acting strangely. James notices the Ledyba asleep not too far away. Jessie is about to attempt to catch them, but Meowth tells her to leave it to him. He orders Arbok to dig underground and round up the Ledyba. Jessie tells him that Arbok won't follow his orders, but once he blows into the whistle she is proven wrong. Arbok emerges from the ground in front of the Ledyba as Meowth throws a net over them.

A little while later and Meowth has attached ropes to each of the Ledyba in an attempt to stop them from escaping. They try to fly away, nearly taking Meowth with them, but James and Jessie manage to grab hold and weigh them down. The Ledyba release an orange powder then fly away, still with Team Rocket hanging on. Arbok follows them.

Ash & Co. are still searching for the Ledyba. Arielle expresses her concern that, even if they do find her Pokémon, without the whistle they won't listen to her. Brock reassures her that the only reason they didn't listen earlier was because they got confused by Lickitung's Supersonic. She begins to get upset, but Ash comforts her, telling her that the whistle doesn't matter as she is the one who trained and looked after them since they were little. She seems reassured by this. She then smells something, telling them that it is a scent that the Ledyba give off whenever they are in danger. Reasoning that they mush be nearby, Ash sends Pikachu up a tree to see if it can see anything. It spots something so they all run of in that direction it indicates.

They run into a strange orange fog, before noticing patches of orange on the ground, leading away through the trees. They follow the trail.

Not far away, Team Rocket are still being dragged along by the Ledyba. Arbok coils itself around a tree and catches hold of the ropes attached to the Ledyba, stopping them from flying any further. Ash & Co. soon arrive on the scene, but James fires a net at them, trapping the group. He and Jessie then send out Victreebell and Lickitung, telling them to do whatever they have to to get Pikachu. Inside the net Arielle starts to wonder it the Ledyba will really listen to her, even without the whistle. She calls to them, which they seem to acknowledge. Jessie orders Lickitung to use Stomp, while James orders Victreebell to use Tackle attacking the group. Arielle calls to the Ledyba again, and using their combined strength they manage to pull themselves free, dragging Arbok from the tree and slamming it into Lickitung and Victreebell. She then orders them to go after Team Rocket, still dragging a stunned Arbok. Ash sends out Bulbasaur, who uses Razor Leaf, freeing them from the net. James orders Victreebell to use Razor Leaf too, cutting Arbok free of the Ledyba. Jessie orders Lickitung to use Supersonic, but Ash stops it, ordering Pikachu to use Thunderbolt. Arielle then orders the Ledyba to use Tackle, sending Team Rocket blasting off again and causing them to drop the whistle in the process.

That evening Ash & Co. watch as Arielle uses the Ledyba to pollinate the trees, commanding them without using her whistle. After saying their goodbyes, they set off once again for Violet City.

This episode guide has been written by The Librarian.

Characters appearing in this episode

Ash

Misty

Brock

Jessie

James

Meowth

Ash's Pikachu

Pokémon appearing in this episode

• Pikachu belonging to Ash
• Meowth

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