Today, Ash & Co. have taken a break from their journey to Azalea Town to have a picnic. As they sit by a stream enjoy their picnic, Ash begins to choke. Pikachu shocks him, stopping him choking. They notice a Mareep watching them. It runs over and jumps on Pikachu. Pikachu shocks it, but this causes the Pokémon's wool to grow. Suddenly a huge flock of Mareep come running over, huddling around Pikachu. It shocks them too, with the same result. A girl runs over, calling at the Mareep to leave Pikachu alone. She tries to get to Pikachu, but gets knocked down by the Mareep. A woman comes along with her Pokémon; a Raichu, and orders it to use Thunderbolt, making all of the Mareep run away from Pikachu and over to Raichu. After letting the Mareep dance about in Raichu's shower of electricity, the woman orders them to return home, sending Raichu along to make sure they arrive back safely. She then tells the girl, her daughter; Mary, to go home as well.

She takes Ash & Co. home, apologising for her Mareep. Mary explains that she only took her eyes off the Mareep for a second, apologising for Ash getting shocked. Her mother accuses her of daydreaming about Pokémon Battles, which she admits to. She scolds her, telling her that she should have been looking after the Mareep. Mary seems upset, mentioning a festival that begins next week. Ash asks about the festival, so Mary's mother explains that it is to honour the Mareep, since the Mareep of the valley give off the best wool. When she mentions that the festival has Pokémon Battles, Ash becomes determined to enter, but she tells him that it's only open to people living in the valley. This puts a dampener on his hopes of having a few warm-up battles before challenging the next gym. Mary asks her mother if she will let her compete in the Pokémon Battles at the Mareep Festival, but she refuses, telling her that she is too young. Mary tries to argue, but her mother won't hear it, telling her that she needs to get the Mareep ready to be shown at the festival. Brock volunteers himself and his friends to help. An offer which is accepted by Mary and her mother.

Later, as Ash & Co. help out, Team Rocket spy on them, planning to steal the Mareep and sell their wool due to it's high value. James mentions that, as a child, he had most of his clothes made from Mareep wool, much to Jessie and Meowth's annoyance.

Later in the day, Mary trains her Mareep. Ash approaches her, telling her that her Mareep's Thundershock is fairly powerful, asking if it learnt the attack on it's own. She says that they have been working on it together. Ash asks if the Mareep has a name. She tells him it is called Fluffy, explaining that she has been raising it since it was a baby and they have been training together for a long time. He tells her that the training seems to be paying off and that they should both be very proud. She asks him if he would allow her and her Mareep to battle him and Pikachu as they have never had a proper battle before. He accepts.

The battle begins. Mary orders Fluffy to use Headbutt, but Pikachu dodges. She then order it to use Thunderbolt then Swift, knocking Pikachu back. She then orders it to use Thundershock, and Ash orders Pikachu to do the same. At first they seem evenly matched, but Pikachu begins to tire. Ash order it to stop using Thundershock. Fluffy keeps attacking though, soon wearing itself out and causing it to collapse. Mary and Ash rush over to see if it's alright. Ash tells her that it's used up all of it's energy, but that it will be fine; all it needs is a good rest. Mary asks him why, during the battle, he ordered Pikachu to stop attacking. He explains that he saw Pikachu was getting worn out, and if it had continued, it would have gotten exhausted. She admonishes herself for forgetting about Fluffy during the battle and thinking only about winning. She then apologises to her Pokémon. Ash tells her that Pokémon Battle because they want to; to help their trainer win. They never stop thinking about their trainer, so they shouldn't stop thinking about their Pokémon. She comments that he seems to know everything, but he just says that he made the right mistakes, and learnt from them. He decides to go and wash up before dinner.

Later that evening, Ash & Co. sit down for a meal. Mary's mother goes to find her daughter to tell her, and finds her talking to Fluffy. She apologises for making it battle, telling it that she has realised that she isn't as ready as she thought she was to battle in the festival. The battle with Ash has shown her that she still has a lot to learn as a trainer, but hopes to battle during the festival next year.

That night, a storm brews. Mary's mother wakes Ash & Co. asking for their assistance. They take the Mareep out in the storm so they can charge themselves up with the lightning, making their fleeces grow. They take them to the edge of a cliff and leave them to await the lightning as everyone else takes cover. The lightning strikes, puffing the Mareep's fleeces up to more than double their original size. The storm passes, but suddenly a net appears, gathering all of the Mareep up. Team Rocket arrive in their light bulb covered balloon, reciting their motto. Ash orders Pikachu to use Thunderbolt, but they grab it and place it in a cage before it can do so. Mary's mother orders Raichu to use Thunderbolt, but an energy panel on the balloon absorbs the attack, turning the lights on. She tells it to go to full power, which eventually overloads the lights, causing them to blow and setting the balloon alight. It crashes to the ground at the bottom of the cliff, freeing the Mareep and sending the cage containing Pikachu flying. Two Mareep manage to catch it. Ash & Co. rush down, as Raichu falls over, worn out.

At the bottom of the cliff, Jessie and James send out Arbok and Weezing respectively. Mary's mother orders all of the Mareep to use Growl, then Thundershock. Meowth holds up another energy panel, reflecting the attacks back at the Mareep. Brock tells Ash that they need a lot more power; they need Pikachu, but Ash is unable to open the cage. Fluffy jumps to the front of the flock of Mareep, shouting an idea towards Mary. She relays the idea to her mother who orders all of the Mareep to aim their attacks at Fluffy, charging it up. With Fluffy charged up, Mary orders it to use Thundershock, shocking the Trio. Ash finally manages to free Pikachu and orders it to attack, sending Team Rocket blasting off again. Arbok and Weezing chase after their trainers.

The next morning, Mary's mother gives her a present; a Pokeball, telling her that maybe she could use it in the festival battle.

The day of the festival arrives, and so does the time of the battle. Mary sends in Fluffy. Ash & Co. cheer her on from the stands, but soon they must be on their way, continuing on their Johto Journey.

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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