Facing Fear with Eyes Wide Open! (Japanese: ガマダル、マッギョ！水辺の戦い！！ Palpitoad, Stunfisk! Battle at the Waterfront!) is the 35th episode of Pokémon: Black & White.
While on their way to Nimbasa City, Ash and co. decide to take a break. Ash teaches Oshawott to keep its eyes open underwater so it can use Aqua Jet properly. Later, Scraggy encounters some Foongus. The Foongus use PoisonPowder and all the Pokémon except Oshawott get poisoned. The only known cure are herbs grown at the bottom of a pond and it is up to Oshawott to save the day. But what can it do against a Palpitoad and a Stunfisk?
The heroes reach a lake. As Cilan and Iris admire the beauty of the lake, Ash remembers Trip showing him Oshawott's eyes were closed when using Aqua Jet. Ash decides to have some special training, and, along with Cilan, leave their Pokémon to Iris to watch over. Ash sends Oshawott, deciding to have some special training. As Iris entertains the Pokémon, Ash goes in the water with Oshawott, telling him they will train to open their eyes underwater. Oshawott is not pleased, so Ash holds him and dives. However, he sees that Oshawott cannot open his eyes underwater. They repeat this once more, though Oshawott still has his eyes closed. Ash opens them, causing Oshawott to blast Ash out of water using Water Gun.
Meanwhile, Iris entertains the Pokémon with a ball game. Emolga throws the ball to Snivy fast, who uses Vine Whip to bounce the ball away. Dwebble raises its arms, causing it to pierce the ball. Scraggy comes to a bush and sees a bunch of Pokémon, who are not pleased by his appearance. Scraggy headbutts them, causing the Pokémon to be angry. Cilan comes to Iris for lunch, but Iris tells all everyone is are running towards Scraggy, who gets hit. The Pokémon make a formation and release poisonous spores, affecting everyone. Iris and Cilan call Ash, reporting a bunch of Foongus poisoned every Pokémon. While the Foongus move away, Cilan sees there is not a Pokémon Center around for miles. Iris hopes there is some Remeyo Weed around, for it can serve as an antidote. Cilan checks and sees there is some Remeyo Weed under water. Ash decides to go after it. Cilan joins him, while Iris goes to watch over the Pokémon.
Ash and Cilan walk to a lake. Cilan reads Remeyo Weed grows under the rocks, so Ash sees he should just dive and get it. Cilan tells it is not easy, as the crevices the weed grows in is quite tiny. Ash decides Oshawott should gather them, small enough to fit inside the crevice. Cilan reminds Ash Oshawott won't open his eyes underwater, but Ash thinks he should pull Oshawott's ears to coordinate him around. Ash jumps with Oshawott and swims. Iris makes some medicine, squishing an Oran Berry to make the Pokémon feel better until the weed is retrieved. As Ash and Oshawott dive, a Palipitoad orders some Pokémon around, wanting to attack Ash and Oshawott. Ash spots a crevice and detects some Remeyo Weed inside. However, the Pokémon Palpitoad sent attack, so Ash dodges, but Oshawott gets hit. Ash orders Oshawott to get away, but Oshawott cannot open his eyes. Cilan sees there is some ruckus underwater.
Oshawott uses Razor Shell, though he cannot see and attacks randomly. Oshawott opens his eyes a bit, but still gets hit by the Pokémon. The Pokémon use Bubblebeam, though Oshawott opens his eyes and pierces the bubbles. Oshawott uses Razor Shell, causing these Pokémon, Tympole, to flee. Palpitoad is not pleased and orders a new Pokémon to attack Ash and Oshawott. The Pokémon electrocutes Ash and Oshawott, who jump out to the land. Cilan sees the Pokémon is a Stunfisk, who dives. Cilan decides to take care of the problem, using a rod to fish out Stunfisk. Stunfisk takes the bait, so Cilan fishes Stunfisk out, though the Palpitoad appears in front of Ash and Cilan. Palpitoad uses Mud Shot, followed with Stunfisk's Mud Bomb.
Cilan sees they are friends, so leaves Ash to battle Palpitoad, while Cilan swings Stunfisk around. Oshawott gets intimidated by Palpitoad, but Ash reminds Oshawott the others are counting on him to get the Remeyo Weed. Oshawott uses Water Gun, but gets hit by Palpitoad's Hydro Pump. Oshawott uses Razor Shell, but gets stopped by Palpitoad's Supersonic, then gets hit by Mud Shot. Ash decides to catch Palpitoad, so has Oshawott use Aqua Jet, who misses, for he has his eyes closed. Ash tells Oshawott to open his eyes, for Palpitoad used Mud Shot. Oshawott remembers piercing the Bubblebeam, so opens his eyes and dodges Mud Shot, then knocks Palpitoad using Aqua Jet. Cilan tosses Stunfisk onto the ground. Using the Poké Balls, Ash and Cilan catch Palpitoad and Stunfisk. Cilan tells Ash's Poké Ball is sealed, for he has six Pokémon already in his team.
Ash tells Oshawott to collect the Remeyo Weed. Oshawott dives and takes the Weed. Later, Iris made the antidote from the Remeyo Weed and gives it to everyone, curing them from the poison. Later, the Pokémon are healthy again. Ash praises Oshawott, while the Pokémon thank Oshawott for retrieving the Weed.
- All three protagonists now have an Ash and Pikachu, Iris and Emolga, and Cilan and Stunfisk. -type Pokémon each:
- Like in "The Stun Spore Detour", the characters got hit by Stun Spore. However, Misty, like Ash, had to go to the bottom of a lake to get the Salveyo Weed (which is not based on any game item) and make an antidote to cure them.
- This is the first episode ever when two main characters catch a new Pokémon in the same episode.
- Who's that Pokémon?: Foongus (US)
- There is no Professor Oak's Pokémon Live Caster in this episode.
- Ash and Iris narrate the preview for the next episode.