Ash practices with Starly to use Aerial Ace. It almost hits the target, but it failed. Brock gets his potion and treats Starly's injured leg. The heroes notice something in the bush - it is a woman. She introduces herself as Rosebay. Brock flirts with her and gets attacked by Croagunk. Rosebay was watching over the Pokémon in the area and would like them to be near with her. She sees (through her binoculars) a nest and Ash sees it, too. They do not see the Swablu that should be there and Rosebay orders them to go with her. They go on a higher ground and Rosebay does not see the Swablu colony, as they should have returned by now. Rosebay tells the problem is that many Pokémon somehow left for reason.
The heroes offer her help with this. They wander and see no Hoothoot that should've been there. Ash's Starly reports nothing and goes back to scouting. A bunch of Swablu and Taillow fly and got caught in a net, then fall down in a pit. Team Rocket made this trap to get the Flying Pokémon. The spot is perfect, as many Flying Pokémon use the valley to go back to their nests. They already plan to get the birds to Giovanni, so they would carry him in the skies and he'd reward them generously. Starly goes with some Taillow and Swellow and gets caught in Team Rocket's net, too. Meowth taunts the Pokémon.
Ash, Dawn and Brock wait for Starly to come. Ash worries that something happened to Starly. Rosebay thinks something is in the valley the Pokémon fly through, so they go to check. Starly talks to other Pokémon, while Team Rocket relaxes. Jessie orders to "pack" the Pokémon up, but Meowth refuses and plays with her and James "rock, paper, scissors" and Meowth gets picked, while Jessie and James relax. The heroes see now who is taking the Pokémon. A Pidgeotto is caught, but Piakchu quickly releases it before it got caught. Ash orders Pikachu to go with Pidgeotto and rally all Pokémon to get that net cut. The heroes go to rescue the captured ones.
Meowth goes to get the Pokémon. He captures a Starly and sees Hoothoot, who used Confusion on him. Meowth sets Swablu free and frees each and every Pokémon captured, as Hoothoot controls him. The heroes sneak and enter the house where Team Rocket are, while the Pokémon dig to get out. The heroes see on a monitor Starly commanding the Pokémon and Team Rocket. Team Rocket hears something - it is a big flock of Pokémon, who use Quick Attack to cut through the net. The Pokémon that dug a tunnel left and Meowth re-gains his control, then surrounds Starly with Cacnea, Carnivine and Seviper. The heroes see them and the tunnel the Pokémon dug, while Jessie and James activate the robot.
Meowth, Seviper, Carnivine and Cacnea climb the ladder and are inside the robot. Meowth explains he left the Pokémon because he was hypnotized. Jessie brings out the nets and starts getting the Pokémon back. Pikachu uses Thunderbolt, but the robot is too sturdy. The robot goes to squish the heroes, but they run away and the robot leg falls down an opening and the rest of the robot falls, as some of the Pokémon dug the tunnel. Starly uses Wing Attack, but Dustox uses Gust to blow it away. Cacnea uses Pin Missie, but Pikachu uses Quick Attack to dodge. Brock sends Bonsly, who gets attacked by Gust. For some reason, Bonsly's balls on its head glowed. Dustox uses Gust and Bonsly counters it with its own - it used Mimic to copy the move.
Dustox uses Psybeam, but Bonsly dodges and uses Mimic, which turns to Gust, which defeats Dustox. Team Rocket charge and the heroes do as well. Suddenly, Starly comes and evolves to Staravia. This proves fruitful, as it blasts Team Rocket off with Aerial Ace. Rosebay thanks Staravia and sees the Flying Pokémon are returning to their nests. The heroes go and wave goodbye to Rosebay.
- When flirting with Rosebay, Brock opened his eyes.