On their way to the next town and Snowpoint City, Ash and his friends are confronted by Team Rocket and their latest mecha with the age-old goal of nabbing Pikachu. Being in a no-nonsense mood, Ash has Pikachu use Thunderbolt to blast them away. Team Rocket land in the ocean, and coming ashore covered in seaweed. Meowth and Jessie are devastated by the latest defeat, both physically and emotionally drained. However, James refuses to give up, suggesting that they beat Ash and the others to town. In town they are greeted by an aroma and come across a ramen shop. Despite being broke, they eat and attempt to escape without paying but the escape is aborted when they see Ash and the others, having shown up to grab a bite to eat. They hide from the twerps, but are found by one of the noodle makers who tells the three the owner is demanding to have a word with them.
As the three are taken to see the owner by the noodle maker, they beg for forgiveness, and try to offer manual labor as compensation. However, to their surprise he refers to them as his mentors. It's then revealed that the shop owner, Christopher, was their friend and underclassman from their days at the Team Rocket Academy. Christopher reveals in a flashback that after a tough day at the Academy, they went to a Ramen Noodle shop. There Jessie and James told him there was more to life than Team Rocket, then treated him to a bowl of noodles. He became impressed by their kindness and the how delicious the ramen was. After returning to Sinnoh he opened up his own ramen shop, naming it 'Jessie and James' Noodle Shop' after the ones who inspired him. Serving a thousand bowls of noodles in a single day, he soon had eleven of the most popular ramen shops across the entire Sinnoh Region. After the flashback ends, he thanks Jessie and James offering them all they can eat... for free! When the noodle maker loses his grasp on a ball of noodle dough, it goes hurtling towards Meowth who uses Fury Swipes on it. In doing so he unintentionally slices the dough into perfect noodles, and Christopher is impressed. He asks Meowth to work for him, telling him that he is easily one of the best noodle makers ever and would eventually end up taking over the reins of the business. Meowth starts to picture the money and respect this would bring but Jessie and James object, telling Christopher that Meowth is needed to build their mechas. Though he hated that Meowth's talent would go to waste, Christopher does not want to do anything to inconvenience his mentors and dropped the matter.
Ash, Dawn and Brock leave the town with the stomachs full of delicious noodles and resume the journey to Snowpoint City when Team Rocket confronts the three again, this time with a noodle-inspired mecha. They are zapped by Pikachu yet again, and are blasted off to repeat their previous landing. Jessie and James blame their failure on Meowth, which angers him. Meowth announces he is going back to Christopher and train to become a noodle master. James tries to apologize for blaming their failure on Meowth, but Meowth still quits. James tries to chase after Meowth, but Jessie stops him explaining that Meowth should be allowed to decide what is best for himself. Still upset, James contemplates losing Meowth while Jessie looks at the Ribbons she earned in the Solaceon and Majolica Contests and decides to dedicate herself to Pokémon Contests full-time. Jessie tells James (to his absolute horror) that she is also quitting that he should also consider leaving Team Rocket too, reminding him that he comes from a filthy-rich family and has a fiance waiting for him. Jessie then changes into her Jessilina costume and twirls away. A devastated James is left alone and he yells into the sunset, vowing to climb to the top of the Team Rocket ladder.
Later that night, James is crying next to a fire unable to imagine his life without his long-time teammates. He looks up and sees Meowth and Jessie in the stars, wondering what the two are up to. James then hears Ash and the others, and puts out his camp fire so he wouldn't be seen. Spying on them he overhears Dawn talking about an oddly colored Metagross living on a nearby mountain. Realizing this would be ideal to give to the Boss, James decides to go after and catch it. However, he takes off so soon that he doesn't hear that this certain Metagross is very aggressive and people who have previously tried to catch it have become seriously injured.
The next day, James climbs Metagross Mountain where the Metagross lives. Two hikers take notice of James' mislead adventure, but do not try to warn him of the danger and proceed on their way. Later, Jessie (disguised as Jessilina) can be seen practicing in the park with Yanmega. She is interrupted when she hears one of the hikers from before talking. Thinking his comment was directed at her, she quickly becomes enraged. However, realizes it wasn't her they were talking about. Upon listening to them further, she finds out about the Metagross and a "Naive Trainer" with a big red R on his shirt. Realizing who they're talking about, she presses the two for more info. She then hurries off to go tell Meowth. When she arrives at the ramen shop it is packed with customers and Christopher, not recognizing Jessie under her Jessilina disguise, tries to force her out. Meowth sees this and goes to investigate. After apologizing, Christopher tells Meowth that Jessie needs to talk to him. Meowth however thinks she wants to talk him out of becoming a noodle making master, thus he doesn't want to listen to anything Jessie wants to say. He tells her to get off his back, and the Meowth she knew was gone. Devastated by this she tells him she only came to wish him congratulations, and that he earned it before running out crying.
Back on the mountain James calls out to Metagross who is less than happy with James' challenge. James calls out Mime Jr. as Metagross uses Psychic on some boulders. James commands Mime Jr. to use Teeter Dance and confuse Metagross. However this backfires badly as the boulders Metagross used Psychic on fly out of control. James scoops up Mime Jr. and runs away stopping just short of a cliff. Metagross corners James and Mime Jr. forcing James to call out Carnivine. After dealing with Carnivine's usual antics, he commands Carnivine to use Vine Whip. Metagross counters with Psychic, and James, Mime Jr. and Carnivine are ensnared in Carnivine's vines. Metagross then begins using Psychic to levitate James, Mime Jr. and Carnivine into the air and prepares to drop them over the cliff... until Yanmega comes to the rescue with Steel Wing which releases James and his Pokémon. Seviper then follows up with Poison Tail and Metagross is knocked off the cliff. Jessie (back in uniform) laughs diabolically in victory, and James rushes over to meet her. After a back and forth between Jessie and James, Metagross gets up. Jessie insults Metagross angering it, and making it launch boulders at her and James. Jessie quickly uses Wobbuffet and its Counter to reflect the boulders back at Metagross. Metagross falls to its knees, but again rises when Jessie mocks it a second time. Metagross uses another round of Psychic and boulders hitting them. Jessie, James and the Pokémon retreat as Metagross gives chase. James calls back Carnivine and Mime. Jr., and Jessie calls back Wobbuffet, Seviper and Yanmega. Metagross then captures Jessie and James in its Psychic. Meanwhile, Meowth is interrupted from his thoughts and preparing noodles by the same two hikers and after hearing his friends could be in danger he presses them for information as well.
Things are going from worse to terrible for Jessie and James. Metagross still has the two trapped in its Psychic and prepares to fire a Hyper Beam. Jessie and James begin to accept their fate, but are saved just in time by Meowth who shot Metagross with a bazooka from the balloon. Jessie and James hop into the basket as Meowth begs for forgiveness from leaving. Team Rocket's joyful reunion is cut short when Metagross gets ready to use its Gyro Ball. Team Rocket tries to escape in their balloon as Metagross catches up and strikes their balloon. Although once again they're getting sent flying, this time the three are in a happy mood, commenting that this did bring them back together and they reaffirm their vow to one day successfully capture Pikachu. And with that, the reunited team are sent blasting off again.
Dawn sees them disappear in the distance but mistakes them for a shooting star and then makes a wish to win her fifth contest Ribbon. Ash makes a comment on how it was probably Team Rocket attempting to capture the Metagross, failing as ever and getting blasted off and Brock comments that maybe it was or maybe it wasn't. Dawn tries to persuade Ash into making a wish to win his Gym battle, but Ash explains there is no need and that he and Pikachu will be alright. Even though they'll never know what occurred on Metagross Mountain, the gang do know that their own challenges are waiting for them just over the horizon.
- Face Forward Team Rocket! is used as background music.
- There is no Professor Oak's lecture at the end of this episode. Instead, a trailer for Arceus and the Jewel of Life was shown after this episode aired in Japan.
- This is Meowzie's first appearance in the Diamond & Pearl series, as well as her third appearance in total. However, she only appeared in a fantasy.
- When Christopher shakes his head as he says, "dishonor my dear mentors", his bangs are switched from one side to another.
- In this episode, Team Rocket uses a variation of their motto.
- This episode's English title is a play on a pasta dish, Noodles Romanoff. It also is based on the word "toodles".
- This episode is one of the few in which Jessie's hair can be seen down. This shot is the beginning of the episode, after Team Rocket emerges from the ocean after blasting off.
- The ramen machine that Team Rocket uses when they come back a second time and say their motto is the same machine used in Pasta La Vista!.
- Team Rocket breaks the fourth wall by saying "Hey kids, so dream with us!"
- In Meowth's fantasy, Lopunny is missing the fur balls on its arms.
- In one scene where Wobbuffet uses Counter, its Japanese voice can be heard.
- Seviper's Poison Tail damaged a Metagross. However, Steel-type Pokémon are immune to Poison-type attacks.
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