The heroes continue their journey. Dawn is hungry and Brock looks on the map there is a city nearby. Team Rocket ambushes them, though the heroes tell they are in a hurry and Pikachu electrocutes them enough for a blast off. They land in the sea and get the seaweed off. Jessie confesses these blast offs are getting old, though James knows they need a different plan - to get to the town before the twerps do. Though they did arrive, Jessie and Meowth do not believe in James' plan. Suddenly, they all smell some delicious food. Though they have no money, they still go to eat the noodles. They eat two portions, though Meowth had to cool his noodles down.
James warns Jessie they have no money to pay, so they are going out of the restaurant. Seeing the twerps, they hide and soon, the cook drags them to the kitchen. A man is pleased to see them as mentors and they remember, his name is Cristopher, a former member of Team Rocket. When he tassted the noodles from them, he began his career to make noodles in Sinnoh and soon, many shops opened. Thanks to them, Cristopher is successful and offers them as many noodles as they can eat. The cook drops the noodle ball and Meowth sensesit, so he uses Fury Swipes to cut it. Cristopher is amazed by this and offers him a job as a slicer. Meowth thinks he would be rich and surrounded by many Pokémon of his liking. James and Jessie tell Cristopher Meowth is part of them and Cristopher bids their words, so Meowth's chance is ruined.
As the heroes go to Snowpoint City, Team Rocket use their robot to capture Pikachu. Pikachu uses Thunderbolt, as Meowth did not put isolation. Team Rocket blasts off in the sea and get the seaweed off them. Jessie thinks James failed again, but he tells Meowth should've put isolation. When they are to go, Meowth declares he will go back to the noodle shop and become the noodle master, as it seems it is what he does best. James recalls they are a team, but Meowth runs away. James goes to get him, though Jessie stops him and tells that if Meowth wants to be a noodle master, so be it. James feels lonely without Meowth, while Jessie, upon seeing her two ribbons, knows they should separate to follow their dreams. She tells James to go after her fiancee and upon wearing her Contest dress, she goes away as well.
The night is here and James feels much more sad, even seeing Meowth and Jessie when looking to the stars. He hears the twerps and douses the fire, then overhears a shiny Metagross lives on a nearby mountain. He goes towards there, hoping to get a lot of money when bringing it to the boss. What he did not hear from them is that the Metagross is very aggressive and will likely hurt anyone. He arrives to the mountain and climbs it, thinking the boss would promote him, Jessie and Meowth for this, enough to get them back. Jessie sends Yanmega and trains with it. Thinking she will win, a man says that is impossible. Jessie is angry, but hears that people that battle the Metagross can vanish. The men also recall that the man who was climbing the mountain had a red R. This causes Jessie to hear out everything what they saw.
James came atop and yells to get Metagross' attention. Jessie runs to the restaurant and sees Meowth slicing the noodle ball. He hears that Jessie is dragged away by Cristopher, who does not believe she is Jessie. When explained, Cristopher apologizes himself and tells Meowth Jessie would like to speak to him. When she mantions James, Meowth does not want to hear her anymore, as the Meowth she knew is gone - he found respect at this new job. Jessie knows this and respects him, then runs away. Meowth hears what she says and watches as she runs away. James has encountered Metagross and sends Mime Jr. Metagross uses Psychic, though Mime Jr. uses Teeter Dance to confuse it. This causes the rocks affected by Psychic to levitate around, so James grabs Mime Jr. and goes to the end of a rock. Metagross is not confused and goes after James. James sends Carnivine, who uses Vine Whip, though Metagross uses Psychic to bind them. Metagross uses Psychic on them, but Yanmega prevents this. Seviper uses Poison Tail to hit Metagross, pushing it off the cliff.
James sees Jessie came back. James tells her that he does not need any help, as she went to become a Top-Coordinator. Jessie tells him to admit that he is happy to see her, which he does indeed. She offers to get the Metagross for the boss. Metagross recovered and uses Psychic, though Wobbuffet counters and hits Metagross back. Metagross is super-angry and calculates where it needs to hit them badly. It uses Psychic, controlling the rocks and hitting Jessie and James side-by-side. They run, only to be chased by the Metagross. Jessie and James call their Pokémon back and get afflicted by Psychic. James apologises to Jessie to have her dragged into this, though Jessie recalls they are a team. As Meowth cuts the noodles, he remembers the times he was with Jessie and James, though he is happier with this job. He hears the men talking Jessilina came to get Metagross, so he asks them about this.
Metagross is about to use Hyper Beam. Jessie and James know this is the end, but a rocket hits Metagross. Jessie and James are surprised to see Meowth, but hop into the balloon. Meowth wants to get back to Team Rocket, but Jessie and James tell he has always been a member of the team. They hug, but fly away when Metagross uses Gyro Ball. It manages to blast them off, and though James is sad they did not get Metagross, Jessie reminds them a Pikachu is waiting to be captured. Dawn sees them as a shooting star and has a wish. Ash and Brock think it was Team Rocket that got blasted off by the Metagross. Dawn tells Ash to wish to win the Snowpoint Gym Battle, but Ash does not want to, because he knows he has the skill and the power to do so.
- 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.
- 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.