The gang stops for a lunch. Ash asks how is Brock's Ludicolo, to which Brock tells him he left it, as Ludicolo's cheerful nature got his mom, brothers and sisters to like him a lot. Brock heard Oak gave May a Squirtle, so she keeps it. Misty recieves a call from her sister, Daisy, who needs assistance - many Pokemon trainers wait for the official Gym battle. She advises to just give them the badges, so Misty is against the idea and tells her she will come soon. Ash proposes to move on, so May and Max hear they will pass through the Cleffa mountains.
Suddenly, they see a Cleffa. The Cleffa hops to them and plays with the Pokemon. The gang are suprised to see it far from the mountain, even revealing itself. May comes to greet it, but Cleffa hides behind Munchlax. Misty thinks it could talk to Azurril, so Azurril comes and offers Cleffa to play with its tail, to which it accepts. However, Cleffa and Azurril are sucked into Team Rocket's machine. Swellow flies and gets the Pokemon, so Azurril and Cleffa are safe. Team Rocket say that this new machine is improved - they invest more power, pulling a lot of Pokemon. Since Pikachu did not get in the machine, Jessie sends Seviper to battle him.
Pikachu goes to use Thunderbolt, but is canceled by Seviper's Poison Tail. Meowth powers the machine, so Pikachu is pulled, but Ash gets him in time. Meowth pulls to full power, so Ash is pulled - though Brock, Misty, Max and May pull him back. Meowth tries to move the hoses, but it does not work. Jessie controls the machine, but it stops - this time, the machine pushes the gang and the Pokemon out of the machine. Jessie is angry and goes to push and pull the controls, but the machine blows and blasts them off. Pikachu, Cleffa, Azurril, Max and Misty are pushed towards a river, despite May's attempt to get them. Later, they go on the shore, so everyone is fine, except Pikachu, who is poisoned by the attack he recieved.
Still, Misty has a plan - Azurril hugs Pikachu, parting its own energy by using Refresh. Pikachu is healthy, so they need to search for the others. Meanwhile, Ash, May and Brock search for them - Mudkip tries to sense them, but nothing is felt. They see a storm approaching, as well as a Clefairy and a Clefable. Brock realizes the Cleffa they saw earlier is being searched for by the Clefairy and Clefable. Max is amazed by Misty's skills, thinking his sister can learn a thing or two from her. Misty tells him he shouldn't be hard, although Max does mention Ash and May were far from 1st place in Grand Festival/the Leauge. Suddenly, Cleffa is happy and runs away, with Max suspecting they want to follow it.
However, Cleffa eats some berries instead. So, Misty gives everyone the berries as food. Suddenly, they encounter a Beedrill, much to Misty's fear. They run away and off a cliff. They fall, but because of the moss, are bounced, their fall softened. Still, it begins to rain. A thunder crackles, with Cleffa being afraid, so Max hugs it, saying it does not need to be afraid of it. Luckily, they enter a nearby cave as a shelter. Ash is afraid what might happen to Pikachu, Cleffa, Misty and Max, so Brock reminds him that Misty is with them - that should go fine. Still, May is afraid, as she did not save Max in time. She vows to get him back.
Misty and Max discuss about May's victories. Max concludes that May ignores him for being her little brother, even if he knows more than she does. Misty feels the same, as she has 3 older sisters and wishes they admit she is right. Still, she cannot imagine her without the sisters and tells Max must feel (at least a bit) the same. She reminds him May did went to reach him, after all. She does admit her sisters can be stubborn, but they are her sisters. They conclude they need to help their sisters, even if they are stubborn. Suddenly, Misty spots that the rain is gone, so they can continue their search.
Ash, May, Brock, Cleffa and Clefable spot the tracks and follow them. Misty and Max go down a path, while suddenly Cleffa and Pikachu are sucked. Max and Misty get the Pokemon, though Max is *almost* pulled to the machine, if it wasn't for May. Ash, Brock, Cleffa and Clefable arrive as well. Team Rocket reveal themselves and activate the machine. Azurril uses Bubble, causing the machine to malfunction. Team Rocket crash, so Jessie sends Seviper and James Cacnea. The Cleffa, Clefairy and Clefable yell, so more Cleffa-s, Clefairy-s and Clefable-s arrive. They wave their hands, using Metronome. Munchlax comes out to use the same attack. The attacks cause the Team Rocket to dance, but the Cleffa-s and Munchlax are about to launch a Solar Beam. Seviper uses Poison Tail and Cacnea Needle Arm, but Pikachu uses Thunderbolt to negate the attack.
The Cleffa-s and Munchlax launch the Solar Beam and Team Rocket is blasted off. May is happy Munnhlax knows Metronome. Later, the Cleffa-s, Clefairy-s and Clefable-s go away to the mountain. They will perform the moon dance - a ceremony performed near a Moon stone. At the night, they watch the moon dance, seeing the Pokemon happy. Next day, they go to their travels. Misty receives the call from her sister, Daisy, who goes to give them badges. Misty tells her she is nearby, so she shouldn't give them the badges. At a crossroad, Misty wishes luck to Ash in the Battle Frontier and Ash the same to Misty as a Gym leader. Misty will cheer for May in her Contests and, along with Max, promise to watch over their sisters. Misty departs, so Ash, Brock, May and Max continue towards the Battle Factory, a part of the Battle Frontier.
- Featured Pokemon: Luvdisc, Feebas, Barboach
- The PokeDex's voice changes to male.
- The intro changes, so this time only the main characters are seen.
- This is the last episode in which Rachael Lillis voiced Misty.
- This was Misty's last appearance in anime until she reappeared in BW118.
- Brock said that his mother had a liking to his Ludicolo. However in the fifth episode of Pokémon, it was said that Brock's mother passed away.