The episode begins with a recap of what happened last time, but now the time has come. Ash and co. return to the Lavaridge Gym with Ash saying, "That heat badge is gonna be all mine." Brock then asks ash if he has a strategy. May asks how Ash can be so confident. Max then says its because Ash knows all of Flannery's Pokémon are -type. Ash decides to fight with Corphish. The battle is about to begin. when Judge Moore says this battle is between Flannery the new gym leader, and Ash. Flannery complains saying, "Grandpa do you have to say I'm new?" Mr. Moore tells her that in the arena he will be referred to as Judge, and that there will be none of that grandpa stuff. Judge Moore begins explaining the rules, and Flannery gets exasperated, when he says that only the Challenger can switch Pokémon in battle. Ash says it'll be a great battle if Flannery is as good a trainer as she says she is in which Flannery nervously responds "Uhhh, yeah." Ash's friends begin to say that he is confident and that he has wanted this badge for a long time. Ash, thinking to himself, "I didn't know this was Flannery's first gym battle. This should be an easy win." The battle then begins. Flannery sends out Mag and Ash sends out Corphish.
Team rocket is found spying on the gym battle and they decide to dig a hole to steal Pikachu and Magcargo. James feels like he, Jessie and Meowth have done this before but Jessie and Meowth tell him to get the lead out. Corphish uses BubbleBeam and Magcargo takes a direct hit. Mag uses Flamethrower and then Corphish uses Harden. Brock tells him that "The Damage Corphish is taking is small, but it adds up." Flannery starts to get mad about Ash's smugness. Corphish uses BubbleBeam and then Mag uses Double Team. Flannery then says, "Getting frustrated Ash? your only hitting the fakes." Ash then makes Corphish hit them all and it hits Mag directly. Flannery gets extremely afraid and panics. Judge Moore looks at her, but thinks to himself that she has to relax. Since he's the judge he can't give Flannery any advice or special help. Then she has a flashback and remembers her grandfather telling her to stay calm, for if she can't do that, she'll make bad decisions. However she was sleeping through his teaching and he gets mad at her yelling "FLANNERY! DID YOU HEAR ME?!" and she replies "Yes, Grandpa!" She then gets calm and to Ash's surprise uses Reflect just before Corphish hits Mag with ViceGrip. Max says that Reflect cut Vicegrips attack in half. Mag uses Sandstorm, blowing Corphish away who then uses BubbleBeam. Mag then uses Sandstorm. Ash commands Corphish to use Crabhammer, to clear out the sandstorm. Flannery tells Mag to dodge the attack, but it is a direct hit and it makes Magcargo faint. Judge Moore declares Corphish the winner of round 1, and Flannery recalls Mag.
It then cuts in on Team Rocket who making a couple puns say, "Im digging this plan," "Can't pick no holes in it." "Lets bury the hatchet." they then strike a water pipe. and they get blown away like the normally do. Flannery then sends out Meg. Ash calls back Corphish and brings out Treecko, which leaves May and Brock confused. Slugma uses Flamethrower and Treecko dodges it, and then uses Quick Attack only to be blocked by Reflect.
Ash and Flannery get the same results: a dodge and a reflect in the face. Slugma then uses Smog, then Treecko tries using Bullet Seed, and they all miss. Slugma uses Body Slam crushing Treecko but then Treecko uses Bullet Seed. Slugma then uses Flamethrower and then Treecko gets burned. Ash then returns Treecko to his Poké ball. Ash sends out Corpfish. Slugma uses Smog, but Corphish uses Crab Hammer, and blows away the smog. Slugma uses yawn putting Corphish to sleep right before it tries to use ViceGrip. Flannery then explains it's a little surprise she uses on Water Pokémon. Judge Moore thinks Flannery might've gotten the best of Ash now. With his only advantage now sleeping like a baby it could be over. Slugma then uses Flamethrower, but Corphish doesn't wake up. Ash then calls him back. Pikachu then suggests he fight, and jumps into the battle. Slugma immediately uses Flamethrower, which Pikachu dodges and then proceeds to use Quick Attack only to get a Reflect in the face, but he breaks it. Slugma then uses Smog and then Pikachu tries to sense where Slugma is. He then uses Iron Tail, and then Slugma dodges and uses Flamethower on Pikachu, hitting him directly from behind. Ash then makes Pikachu use Thunderbolt, and it hits the smog cloud and fries Meg. Meg tries to use Yawn but Pikachu uses Quick Attack and then Thunder to finish off Slugma. Judge Moore declares Pikachu the winner of round 2. Flannery recalls Meg. Judge Moore reviews Flannery's mistake in his head. He then thinks that Flannery still has a long way to go and believes she can turn it around.
Team Rocket lands in a natural hot springs, and Meowth suggests that they give the boss a hot spring. For her final Pokémon Flannery sends out Torkoal The match begins and Ash makes Pikachu use Thunderbolt. Torkaol uses Iron Defense and Pikachu's move is deflected. Torkoal then follows up with Flamethrower, which Pikachu dodges and tries to use Iron Tail but Torkoal uses Iron Defense and Iron Tail is deflected. Torkoal comes out of its shell and uses Sludge Bomb and Pikachu dodges two of the three bombs but gets hit in the face with the third one. Pikachu then uses Thunder, Torkoal uses Iron Defense, and follows up with Overheat directly hitting Pikachu and making him faint. Judge Moore declares Torkoal the winner of the third round. Ash then sends out Treecko, who's still suffering from it's burn. Torkoal uses Overheat again making Treecko faint. Judge Moore declares Torkoal the winner of the fourth round. Going back to Team Rocket, they find out that there are Ursaring, and they get sent off into space again.
With no other options left, Ash then sends out his sleeping Corphish. Torkoal uses Overheat, but it doesn't knock it out, or wake it up. Brock then explains that Overheat gets weaker the more Flannery uses it. Torkoal then uses Flamethower, and Corphish wakes up, and uses Vice Grip. Torkaol uses Iron Defense blocking Vice Grip, then it uses Sludge Bomb. Ash then uses Crab Hammer, but Torkoal uses Iron Defense. Ash wonders how he can get Torkoal out of it's shell and comes up with an idea. Corphish uses Crab Hammer on the side of Torkaol's shell, making it dizzy and come out of its shell. Corpfish then uses Bubble Beam making Torkoal faint. Judge Moore then declares Ash the winner. Ash then congratulates Corphish and Flannery recalls Torkoal. Judge Moore tells Flannery that she had Ash beat but she was much too hasty, her strategy of using Overheat over and over again was reckless and she hasn't learned about being calm. Flannery apologizes but then he comforts her by saying it was a battle unlike anything he'd seen, and that it was a good battle for her very first and he is proud of her. Ash is then awarded his Heat Badge.
- Mr. Moore: "This Gym Battle between Flannery, our first year Gym Leader and Ash from Pallet Town will now begin."
Flannery: "Grandpa! Do you have to say that I'm new?"
Mr. Moore: "No "Grandpa" stuff out here, Flannery. You'll address me as Judge."
Flannery: "Yeah, alright."
Mr. Moore: "Trainers can use up to three Pokémon, though only the challenger is allowed to make substitutions."
Flannery: "Say what?!"
Mr. Moore: "Do you not know the rules?"
Flannery: "Yeah, of course I do (laughs). Well Ash, It's showtime"
Ash: "Yup, Should be a great battle if you're as good as you say you are."
Flannery: "Uhhhhhh, yeah."