Team Rocket are digging a hole. James and Jessie think they will not get the twerps as they want to eat. Meowth tells them they need Pikachu for cash to eat. They dig more and have their shovels stuck. The ground shakes and Steelix emerges. Meowth sees the shovels stuck on its head. Steelix is angry and chases them. As the heroes wander, they spot a Bidoof. They see it has a wound on its head. Brock goes to treat it, but it is shy. Pikachu convinces it has nothing to be afraid of and gets treated. They do know Bidoof should be near water, so it seems it got lost. Brock sees on his map there is a waterfall nearby and go to get Bidoof to there.
Suddenly, they hear Team Rocket. The Steelix emerges and the heroes see the shovels on its head. Steelix attacks, so everyone runs. The heroes and Bidoof go on a left road. Steelix uses Hyper Beam on Team Rocket and Meowth gets blasted off to where the heroes went to. Jessie and James are relieved that Steelix went away, but see Meowth's gone. The heroes are chased and run in an opening. They go through and see Steelix cannot pass. They see the Bidoof village and everyone joins them. Brock wonders why nobody went to search for Bidoof, so Meowth translates Steelix is the reason they are afraid to go.
Meowth translates that the Steelix will someday get through the opening. They see that Steelix is already attacking. They hear Jessie and James searching for Meowth and get catapulted to the Bidoof village from Steelix's Hyper Beam. Jessie and James reunite with Meowth and are told that Bidoof are in danger. Jessie and James are nerved that they are confronted they started with the fuss. Jessie and James go inside a Bidoof house and will stay until Steelix stops attacking. Meowth also goes, but Dawn stops him, as they need his assistance. Steelix attacks even fiercer, as it wants to pay back what it was done to it.
While the Bidoof go to plug the hole, Dawn's Piplup uses Bubblebeam to attack Steelix. Jessie and James see the hard work, but tell Ash they are too hungry to help as well. Piplup got exhausted and Dawn recalls it back. Steelix is even more angry and smashes a part of the opening, then uses Hyper Beam to attack. Steelix attacks the wooden logs and they begin to break. Dawn tells Ash and Brock by pulling the shovels up from Steelix's head might calm it down. To lure it in an hole to get the shovels, the heroes think Meowth would make a good decoy.
Steelix smashed the logs and goes after Meowth. Meowth jumps across the hole, though Ash's Staravia helped him. Steelix fell in the hole, so Ash, Brock and Dawn go on it to get the shovels. Meowth is furious and, with Jessie and James, taunts Steelix. Steelix wakes up and uses Hyper Beam to blast them off. Steelix uses Hyper Beam and smashes everything around. Staravia uses Aerial Ace and gets one of the shovels out of Steelix's head. Staravia goes to get another, but gets hit by Steelix's tail. Steelix charges after it, but Ash calls it back, while Pikachu uses Iron Tail to get another shovel out.
Suddenly, Steelix smashes its head and Pikachu falls - Steelix attacks everything. The Bidoof that Brock treated earlier convinces the village leader and they all fall to Steelix's head, the try to get the last shovel out. Steelix is heading for the waterfall, so Ash sends Turtwig, who uses Razor Leaf to get Steelix's attention. Steelix gets stopped, but retaliates with Hyper Beam. The Bidoof, after some time, manage to get the shovel out. Steelix regains its control and leaves the village. The heroes leave as well, to go to Floaroma Town.