The episode begins in the middle of a forest on a peaceful day, with Ash and his friends preparing for a delicious meal cooked by Brock. While Dawn is laying plates on the table, Aipom happily picks tasty oranges from the trees above. Dawn below, Piplup calls up to Aipom, wanting an orange itself. Aipom sticks its tongue out at the young Pokémon however, and jumps up and down. But while doing so, it gets too excited and bangs its head on a branch above it and drops the orange out of its tail hand in shock and into the mouth of a hungry Piplup. Aipom drops down to the ground and starts to shout at Piplup for eating its orange, but Piplup doesn't seem interested. Turtwig then runs over and tries to break up the argument between the Pokémon, but is quickly slapped away by Aipom and Piplup who doesn't want someone interfering in their quarrel. Aipom decides to take the fight to another level, and fires off a Swift attack at Piplup, who responds with a BubbleBeam attack. The two attacks collide and explode, which bring Ash and Dawn's attention to the squabble.
The two continue their fight, but Ash, Dawn and Brock run over and Ash demands that they stop. Just then, Turtwig, angry at being slapped away before, jumps into the fray but is smacked again by Aipom's Focus Punch attack and Piplup's Peck. Not impressed by this, Turtwig lets out a roar and attacks both Pokémon with a furious Razor Leaf attack. At this, both Piplup and Aipom stop bickering as Turtwig stands proudly between them. Ash thanks his Pokémon for breaking them up, and Turtwig bites onto his head affectionately. Ash laughs, and tries to shake Turtwig off, but is stopped when a voice from behind him calls out. Turning around, Ash is shocked to see the Trainer he had not long ago battled, Paul. The young Trainer nods, and then smirks at Ash's reaction.
The two exchange taunts, and Ash is again shocked to hear that Paul is also heading for the nearby Gym. Paul then asks if that Turtwig is his, and Ash says that he caught it recently. Paul smirks, not looking impressed. Ash becomes angry at Paul's arrogance, and demands a Pokémon battle from him. Paul agrees, pulling a Poké Ball from his belt and calls out his Chimchar. Dawn seems worried, as Chimchar is a Fire type, while Turtwig is a Grass type. Ash doesn't care about type however, saying that he'll prove his Pokémon can withstand a type disadvantage. After some battle preparations, Dawn and Brock along with their Pokémon sit down on a nearby log to watch the battle. Paul wonders if Ash will back out now, but Ash isn't about to back down and starts the battle off by ordering a Tackle.
Turtwig runs towards Chimchar, who jumps up on Paul's command and stops right in front of Turtwig before using a Scratch attack. Ash is shocked at the fire monkey's speed, but dismisses it and tells Turtwig to use Razor Leaf. Turtwig does so, but Chimchar somersaults backwards to avoid the attack which impresses Dawn. Paul then orders Chimchar to use Ember, which Ash tells his Pokémon to avoid. However, Turtwig just stands there and takes the attack, and is sent flying back. Ash asks what's wrong with Turtwig, wondering why his Pokémon didn't dodge any of the attacks it told it to. Turtwig only shakes its head however, and Ash continues to look confused. Noticing the sun, Ash has an idea and tells Turtwig to use Synthesis. Dawn wonders what this does, and Brock explains that Turtwig is healing itself using the power of sunlight.
Paul isn't impressed, and tells Chimchar to use Flame Wheel. His Pokémon does so, leaping up before using the flames in its mouth to surround its whole body in fire and making a blazing wheel. Turtwig again makes no effort to try to avoid the attack, and is engulfed by fire. Chimchar jumps back after smashing into the injured Grass Pokémon, and Ash asks Turtwig if it can continue. Ash tells his Pokémon to attack again, but is stopped by a net fired from the sky. Ash and everyone else looks up to see Team Rocket's balloon and Jessie, James and Meowth leering down at them. The three start to recite their motto, and just as they are about to say their names, Paul calls out 'Ember'. The two repeat the name, then stop in surprise, wondering who spoke during their motto. Suddenly realizing 'Ember' is an attack, they begin to panic. Chimchar then uses an Ember attack as ordered, and Jessie, James and Meowth dance around in pain in their balloon as they are burnt.
After the flames die out, James wonders who Paul is, before Ash tells them to give his Turtwig back. Jessie wonders what he's talking about, and the three look down and are shocked to find that instead of grabbing Pikachu they got Turtwig instead. Paul says that he has no idea who they are, and Jessie demands that James tell him. James then sends out Carnivine, eager to silence the arrogant young Trainer. Carnivine isn't too interested in a battle however, and happily chomps down on James' head before James tells it to use Bullet Seed. Happy at its fill, Carnivine jumps up and fires off the attack as told. Ash tells Paul to get out of the way, but Paul refuses to move and orders Chimchar to use Ember to deflect the attack. Chimchar does so, and Ash tells Turtwig to use Razor Leaf to break out of the net. Ash runs and grabs the falling Turtwig, then tells Pikachu to use Thunderbolt to get rid of Team Rocket. The electric attack hits the balloon, causing it to explode and Team Rocket blasting off again.
The force of the explosion however sends Ash, Paul and Chimchar over the edge of the cliff they were fighting on. Paul remains focused as they fall however, landing on a protruding tree and then jumping down from branch to branch. While Paul does this however, Ash continues to fall, grabbing hold of Turtwig and landing head first into the pool of water below. Brock and Dawn call down to Ash, asking if he's okay, and Ash waves his arms around, telling them that he is and for them not to worry. Ash hears a sound behind him, and looks over to see Paul calling Chimchar back into its Poké Ball. The young Trainer than starts to walk into the forest, with Ash calling to him to no avail. Ash decides to try to take the opportunity to befriend Paul, but Paul makes it clear that he has no intention of being nice to, or cooperating with Ash. He then continues to walk, and Ash tries to follow.
Elsewhere, Dawn is asking Brock how they can find Ash again. Brock checks inside his Pokémon handbook, which contains a map of the surrounding area. Brock reads out the forest name, and Dawn looks worried as she's heard of it somewhere before... and it wasn't good. Back with Ash, we find him and Turtwig walking alone, with Paul gone off by himself. Ash looks around, wondering where the exit to this forest is. At that, a Stantler pops its head of some nearby bushes and stares hard at him while Ash checks the Pokémon on his Pokédex. After the Pokédex scan is complete, Ash smiles at Stantler, but is shocked to see its antlers light up.
The light glowing from them entrances Ash and Turtwig, and before he knows it, Ash finds himself in a huge empty field. Void of color and the wind blowing hard, Ash and Turtwig quickly become depressed and wonder how in the world they got there. Deciding to keep on walking to try to get out, Ash walks toward but soon finds himself right back at the pond that he and Turtwig fell into before Paul walked off by himself. Ash stares at the pool of water in shock, wondering how he could have come back here. He and Turtwig then walk back into the forest, only to be stopped by the Stantler again, who repeats what appears to be a Hypnosis attack which fools people into seeing things which aren't there.
This time, Ash and Turtwig are tricked into thinking that they are in the middle of a hot and vast desert. After some thinking, Ash realizes what is going on: The desert isn't real, and if he keeps on walking, he'll just be tricked again and end up right back where he started. The only way to get out of it will be for pain to snap him out, and so Ash tells Turtwig to bite his head. Turtwig does so, and the pain rips Ash out of the delusion and back into the forest. Ash soon finds that maybe it was safe in the illusion desert, as not one, but many Stantler appear and use their Hypnosis attack on Ash at the same time. This time Ash finds himself flying through the air happily with Turtwig by his side. In reality, Ash and Turtwig are flailing around the floor in deluded joy. Watching all of this is Paul, who isn't impressed by Ash being so easily manipulated by the Pokémon.
Paul then calls out his Chimchar, and orders it to use Ember on the Stantler surrounding Ash. The fire balls fly overhead, and the Stantler run off in fear leaving Ash to slowly come out of his fantasy world. Ash is about to thank Paul for saving him, struggling as he didn't think Paul would have bothered after all the arguments the two had had recently. Just then however, one of the Stantler appears and stares angrily at Paul for just attacking it. Paul isn't impressed, and tells his Chimchar to use Flame Wheel. Chimchar does so, rolling into a flaming ball and slamming hard into Stantler and knocking it back. As the Pokémon screams in pain, Paul throws a Poké Ball and catches it. Ash thanks Paul for helping him, but Paul doesn't appear interested as he examines the Poké Ball containing Stantler. The young boy then throws the Poké Ball into the air and releases Stantler. Ash asks why he released such a cool Pokémon, and Paul tells him that it was too weak for his needs.
Outside the forest, Dawn explains to Brock what she had heard about the forest. Brock says that they should go in and look for Ash, regardless of the danger. Dawn agrees, and the two enter along with Pikachu and Piplup. Back inside, Ash is trying to get Turtwig to eat an apple that he picked from a tree. Turtwig coolly tries to get Ash to eat it himself, but a stomach rumble makes them both think otherwise. Ash splits the apple in half and offers a piece to Turtwig. The two sit down and relax for a short while, eating their halves of the apple while Ash talks to Turtwig about them both being friends. Turtwig nods and agrees, but their talk is disturbed by another Stantler that appears from the bushes. Ash covers his eyes quickly, and runs in the opposite direction before slamming into a tree and causing a whole swarm of Beedrill. The Beedrill start to chase him, but during the chase Ash is spotted by Brock and Dawn who wave to him happily.
They both soon notice the Beedrill and along with Ash, run for their lives. Ash is soon stopped however, when he bumps into a large Ursaring. Although this scares the Beedrill away, Ash finds himself cowering in the shadow of a very angry bear. Turtwig isn't about to let Ursaring hurt its master however, and jumps up and bites Ursaring's head as Ursaring tries to shake the young Grass-type Pokémon off. It manages to do so, but just as Ursaring is about to attack Ash himself, Turtwig launches itself and Headbutts the attacking Pokémon. Ash smiles and thanks Turtwig for saving him. He then tells Pikachu to use Iron Tail and for Turtwig to use Razor Leaf.
The two Pokémon do so, and Ash compliments them on their awesome combination of attacks. This causes Ursaring to become even more frustrated. The angry Pokémon lets out an loud roar and fires a Hyper Beam into the air, before chasing Ash, Dawn, Brock and their Pokémon out of the forest as it stampedes behind them. Ash then notices Paul on the road in front of them, and they get out of the way as Paul tells Chimchar to use Flame Wheel to knock out Ursaring. Once again, Paul catches the Pokémon, and Dawn congratulates him. Ash isn't impressed however, and tells her that even though he caught it, he probably won't keep it. Paul scans the Poké Ball however, and liking what he sees, puts Ursaring's ball on his belt after concluding that the Pokémon is good enough to meet his standards. After a brief conversation, Paul says that they should have another Pokémon battle. Ash wonders what Pokémon Paul will use, and both Trainers get into their positions. Ash tells Turtwig to use Tackle, and Paul, using Chimchar, tells it to use Scratch. This time however, when Ash tells Turtwig to dodge, Turtwig does so, making Chimchar's attack miss.
Dawn is surprised at Turtwig's actions, before Ash tells Turtwig to use Razor Leaf. Turtwig does so, and Chimchar counters with Ember. Both attacks produce a stalemate however, which leads Ash to taking a much more direct approach by telling Turtwig to use Tackle. Paul remains cool however, and tells Chimchar to use Dig to dodge the attack. Chimchar digs underground, dodging Tackle and remaining safe. As everyone tries to work out where Chimchar will appear, Chimchar emerges from underground and lets loose a sneak attack at Turtwig. Ash tells Turtwig to keep calm and use Quick Attack, but Paul just responds with another Dig attack. The monkey then pops out of one after another teasing Turtwig in one hole, shaking its butt out of another and yells out of another, mocking the poor Grass Pokémon and confusing it. Chimchar sees this, and jumps out behind Turtwig again and attacks it with its claws. Ash grits his teeth, but remains confident as he tells Turtwig to use Razor Leaf on Chimchar's holes. The attack enters the holes, flushing Chimchar out as it clutches itself painfully.
Paul isn't impressed, and tells his Pokémon to use Ember. The attack is avoided however, as Ash tells Turtwig to jump into one of the holes to dodge. Ash asks Paul how that move was, but Paul just laughs and says that he's already thought of a way to deal with it. Paul tells Chimchar to use Ember on the holes to flush Turtwig out, just as Ash just did to his Pokémon. Turtwig is flung out of the hole, engulfed in flame and Dawn looks on in dismay and Brock says that the damage to Turtwig is doubled because of the type disadvantage. Ash tells Turtwig to use Synthesis to heal itself however, which annoys Paul who decides to finish off the battle quickly by ordering a Flame Wheel attack. Chimchar rolls quickly towards Turtwig, but Ash tells Turtwig to stand there. Turtwig is shocked, and wonders why its Trainer didn't tell it to dodge. Ash tells it to trust him, and at the last moment, Ash tells Turtwig to jump down the hole in front of it, which it does, avoiding the attack and catching Chimchar by surprise.
As the monkey tries to find Turtwig, Ash tells his Pokémon to use Tackle, and then to bite Chimchar. Turtwig does so, and Chimchar flails around madly trying to shake the Grass Pokémon off. Paul decides to take the battle underground, and tells Chimchar to take it and Turtwig into one of the holes with it. Ash is shocked, and Paul smiles at his reaction and tells Chimchar to use Flame Wheel. Flames burst out of the ground's holes, and both Pokémon are thrust above ground, engulfed in fire. Ash asks if Turtwig is okay, and his gutsy Pokémon manages to get back up. Ash tells Turtwig to use Tackle, and Paul tells Chimchar to use Flame Wheel. The two Pokémon collide, but when the smoke clears, Chimchar is the one left standing. Ash falls to his knees and apologizes to Turtwig, before thanking it for putting up such a great fight. Chimchar dances happily and Paul scolds it for doing so. Ash calls out to Paul, but Paul doesn't care about anything anyone as weak as Ash wants to say, and walks off.
The episode ends with Ash staring at the departing Paul full of anger, as he realizes that the two of them will never be friends.