After winning the Zephyr Badge from Falkner, the Violet City Gym Leader, Ash is eager to get to the next Gym in Azalea Town. As they walk past a lake, Brock notices a girl stood on a cliff overlooking the water. As he watches her from afar, the bushes behind them rustle and out pops a Marill. Misty decides to try and capture it, and throws a Pokeball, but it doesn't work. The PokéBall flies back to her, and the Marill begins to cry. They try to calm it down, which Brock manages to do by picking it up and bouncing it up and down in his arms. Ash notices the Marill has a bow on it's tail, explaining why the PokéBall didn't work; it already has a trainer. Misty takes it from Brock and apologises, but it bursts into tears again, calming down only when Brock takes it back. Suddenly a horn sounds and a truck drives up. The oddly familiar occupants offer them a lift and put them in the trailer before they can answer. As the truck is about to drive off, two mechanical hands appear from the back of the truck's cab and grab Pikachu and Marill, dropping the back section and driving off. Team Rocket open a hatch in the top of the cab and recite their motto as they drive away. Ash & Co. chase after them, but Marill starts crying, distracting Meowth who happens to be driving. They swerve out of control, hitting a barrier in front of a steep hill, stopping the truck, but throwing Team Rocket, sending them blasting off again. Pikachu and Marill are also thrown, straight down the hill. Ash runs down the hill, but runs into a tree. Misty also runs down the hill after giving Togepi to Brock. She catches up to Pikachu and Marill, picking them up, but trips and falls into a river at the bottom of the hill and gets washed away by the current.

On the bank of the river, the girl Brock had been watching arrives and grabs hold of Ash, calling him a thief and asking him what he did with her Marill. He says it went for a swim. She shakes him, demanding to know where her Pokémon is, when Brock steps in and tries to chat her up, asking her name. She introduces herself as Wilhelmina.

Further downstream, Misty, Pikachu and Marill crawl out of the water. Marill bursts into tears again. Misty shouts at it to stop crying, causing it to run off through the trees. She and Pikachu chase after it. As it runs, it trips up over a stone and begins crying even more. Misty picks it up and tries to comfort it, but it jumps out of her arms. After threatening to leave it behind, it calms down. As Pikachu and Marill walk hand in hand, Misty starts to think of a way to return Marill to it's rightful owner. She suggests it uses it's super-sensitive hearing to see if it can hear it's trainer. After a few minutes of watching as Marill listens, she shouts at it, causing it to burst into tears again. She picks it up and tries to calm it down, but it doesn't work.

Wandering down the bank of the river, Ash assures Wilhelmina that Misty will be taking good care of Marill. She begins to get upset, thinking that she may never see Marill again, but Brock tells her that they will find it, no matter how long it takes. Reassured, she starts telling him how great he is. Suddenly Togepi jumps out of Ash's arms, runs a little way and picks something up. Ash recognises it as the ribbon Marill had tied into a bow around it's tail.

In the woods, Misty is feeding Pikachu and Marill, when a Butterfree flies over and Marill chases after it, soon coming to a large patch of flowers. It starts playfully spraying water at the Butterfree, using them as moving targets. Misty runs over and picks it up, then notices the flower patch. In the flower patch she notices a large group of Bug Pokémon, and they don't seem all too happy. Especially the large group of Beedrill that fly up.

Still searching for Misty, Pikachu and Marill, Wilhelmina seems to be falling for Brock's charm. Suddenly they hear a cry and see Misty and the Pokémon running towards them. They run to meet them, but notice the Beedrill and turn, running the other way. They all fall down, and stay down as Misty, Pikachu and Marill pass them with the Beedrill close behind. They come to a dead end, so Misty orders Pikachu to use Thundershock, scaring the Beedrill away. The sky turns cloudy and a storm stirs up.

A little further away, Ash, Brock and Wilhelmina take shelter under a tree. A rumble of thunder scares Wilhelmina, so Brock comforts her. Ash tells Togepi that as soon as the storm is over, they will go and find Misty.

Elsewhere, Misty, Pikachu and Marill have taken shelter in the trunk of a hollow tree. A crash of lightning scares Marill, causing it to begin crying again and run out into the storm. She chases after it and manages to save it from a falling tree that had been struck by lightning. She asks Marill if it's alright, then scolds it for not being careful, before telling it that she is just glad that it is alright. Marill happily hugs her.

Later, after the storm has passed, they make their way across a rope bridge, when a mechanical hand shoots out from the bushes on the other side and starts shaking the bridge. Team Rocket appear in their balloon and shoot out another mechanical hand, snatching Pikachu away, then let go of the bridge and use that one to take Marill. Misty jumps and grabs onto the arm as it retracts. Meowth, holding this particular arm, can't handle the weight and falls from the balloon, but Jessie catches him. Struggling under the weight, he lets the arm go, causing Misty and Marill to plummet towards the river below, only to be saved by the timely intervention of Chikorita's Vine Whip. Misty thanks them for the rescue as Marill jumps into Wilhelmina arms. Ash orders Chikorita to use Razor Leaf, popping the balloon and causing it to crash a few feet away. Pikachu is throws free and caught by Ash. Jessie and James send out Arbok and Weezing. Misty sends Poliwag into battle. Jessie orders Arbok to use Poison Sting, while James orders Weezing to use Sludge. Misty orders Poliwag to use Water Gun, stopping the sludge, but the Poison Sting flies straight at her. Marill jumps from Wilhelmina's arms and uses Water Gun, saving Misty from the attack and landing on her shoulder. Ash then orders Pikachu to attack, shocking the Trio and their Pokémon and sending them blasting off again.

That evening, Wilhelmina bids Ash & Co. farewell. At first she offers to let them stay at her lake house for a while, but Ash politely declines. As they drive off, Marill appears in the back window of Wilhelmina car. Misty waves a tearful goodbye to it. Ash accuses her of missing Marill already. She denies it, but still says a quiet goodbye to her little friend.

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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