Still in Saffron City, May wants to go to a noodle shop, but Max finds a dojo and Ash wants to go to it. Ash and Max head for the dojo while May and Brock go to the noodle shop. At the shop, a woman runs out pulling a man along with him. They argue and their names are Terry and Kyle. Terry pulls Kyle away from the shop; May gives chase, wanting Kyle's "Battle Noodles" with Brock behind in love with Terry. At the dojo, Ash and Max are mistaken for students by Master Ham and are set to cleaning the floors. May, Brock, Terry and Kyle burst in and Master Ham gets in an argument with Kyle who turns out to be his son. To settle it, they decide to have a battle, Master Ham using Hitmonlee and Kyle using Hitmonchan. During the battle, Master Ham's bad back fires up on him and he's forced to quit. Ash offers to battle for him, but Kyle objects to that. May offers to battle for Kyle and the match is reset. Ash is given Hitmonlee to train with while May is given Hitmonchan. They practice and then battle each other with Kyle's Noodle Shop on the line!
- This is the last episode in which Veronica Taylor voices Ash and May, Eric Stuart voices Brock and James, Amy Birnbaum voices Max, Rachael Lillis voices Jessie, Maddie Blaustein voices Meowth, Bella Hudson voices James' Chimecho and Mike Pollock voices the narrator.
- In this episode, when Team Rocket blasted off, Meowth said "We're Blaustein off again!".