Brock notices that past the tunnel they are to Shelter Town. Before the end, a cold wind blows, freezing them. They see that past the tunnel the surroundings are covered in snow and ice, so they go to Pokémon Center. As they reach the Center, Dawn asks Nurse Joy if there is a package for her, but Joy has not found anything. Dawn sends Buneary and a girl comes and hugs her hard, as she is cute. The girl is Marilyn, who loves cute Pokémon and thinks it is all to it: they need to be short, unevolved and look lovely. Dawn wants Marilyn to check Piplup, but she is not impressed by her beak, eyes or the shape of the head, making Piplup very, very shocked and sad.
Marilyn wants Dawny (Dawn's "new nickname") to have a battle with Buneary. Dawn accepts the challenge and goes away. Dawn is very annoyed by the girl and promises to get the battle on. Team Rocket sees what they did and think the boss would like her Pokémon as a gift. Dawn sends Buneary, making Marily love the Buneary, but sends her Cherubi. Jessie admits Cherubi is cute, while Meowth plans that the boss would love Cherubi if he had one. Buneary uses Dizzy Punch, hitting Cherubi. Buneary uses Ice Beam, so Cherubi uses protect, but seems in pain, although it shouldn't. Ash thinks Marilyn does not want to battle, but to see more cute Pokémon. Brock explains Cherubi should not be in agony, but Marilyn orders him to stay away. Marilyn tells them the battles are to see how a cute Pokémon stands the attacks and still survives valiantly.
Brock tells her the battles are actually to test one's strength by putting the Pokémon to the very best. Marilyn calls Brock Brocky, telling him he sounds old by the attitude. He warns her he will disqualify her if she does not abide this rule. Cherubi uses Magical Leaf, which eventually hits Buneary. Cherubi then tackles Buneary, hitting her hard. Buneary uses Dizzy Punch, but Cherubi evades and hits Buneary with Solarbeam. Marilyn wants to see more of Buneary's valiant battling, but she faints, so Marilyn's the winner. Ash thinks Marilyn does not care if she won or lost, while Brock suspects this attitude of her is wrong. Team Rocket saw the battle and James orders Meowth to make a machine to get Cherubi. Meowth tells him they don't have money, so Jessie proposes to get a battle with a cute Pokémon. James sends Carnivine, but Jessie and Meowth do not think it as a cute Pokémon, but know Mime Jr. should be cute enough.
Jessie, disguised, encounters Marilyn and wants a battle with her super cute Pokémon. Mime Jr. comes, but Marilyn is not convinced, as the red nose makes it not so much cute, shocking Mime Jr. Dawn does not understand this Marilyn, so Brock decides to have a battle with Marilyn to prove her wrong that one cannot judge a Pokémon by its look. Marilyn has to pick Sudowoodo or Croagunk to battle. Dawn and Ash do not think them as cute, but Brock responds they are as cute as they can get. Marilyn does not want to battle with either of them and asks Brock if he has more Pokémon. Brock sends Happiny, so Marilyn wants to battle, though Brock wants a 3-on-3 match, as he wants Sudowoodo and Croagunk to battle as well. James comes in disguised as a referee, so Marilyn wants him to be the referee in the battle, so James accepts, as it is a part of the plan.
Marilyn sends Cherubi and Brock his Sudowoodo. Sudowoodo starts with Double-Edge, hitting Cherubi. Marilyn is excited, but Brock reminds her that she should focus on the battle, not the Pokémon. Since Marilyn does not want to hear, Sudowoodo uses Mimic, then Fake Tears. Marilyn admits it was valiant, and per Dawn's order, James calls it a tie. Brock sends Croagunk and Marilyn her Chingling. Croagunk starts with Poison Jab, hitting Chingling, then uses Poison Sting, hurting it and uses Brick Break. Chinging growls and uses Confusion on Croagunk. James asks if Croagunk can battle, but Brock tells Croaunk to stand up, which he does. Brock proves her that with some words of encouragement, any Pokémon is valiant. With a Brick Break. Croagunk defeats Chingling.
Marilyn admits that she did find Croagunk valiant and before she sends her final Pokémon, goes somewhere and replaces her Poké Ball. She caught this Pokémon for cuteness, but people thought it was wierd to think it was cute, but after Brock's speech, she decides looks do not matter much. She sends Shellder, making Jessie and Meowth shocked, so Brock sends Happiny. Jessie and Meowth come to the battle field and tell Marilyn Shellder is not cute. James grabs the other two Poké Balls. Shellder sprays water and hits Team Rocket getting her Poké Balls, then Shellder uses Ice Beam to freeze them. With Happiny's Pound, they blast off.
Brock thinks his job to change Marilyn's attitude is done. Later, Dawn got a package from her mum. As Snowpoint City is cold, she has made them some jackets to keep them warm. Marilyn thinks in these jackets they look cute.
- Professor Oak's Pokémon lecture: Xatu
- A new eyecatch makes its debut in this episode. It features Brock, marking his first time being at the center of an eyecatch.
- Dawn's winter clothing resembles the clothing worn by her game counterpart in Pokémon Platinum (her hair clips and hat are different), while the jackets worn by Ash and Brock resemble those worn by Lucas.
- Ambipom was not removed from the opening despite leaving the main cast in the previous episode.
- This is the first time Sudowoodo has used Fake Tears since its evolution 111 episodes ago.
- This is the final episode to be aired solely in a 4:3 aspect ratio in the dub. Starting with the following episode, the dub would adopt the aspect ratio change and high-definition presentation first seen in the original Japanese version with The Lonely Snover!; however, after just five episodes Cartoon Network started to become inconsistent with the aspect ratio, switching between 4:3 and 16:9 every few episodes, though high-definition presentations were maintained in all cases.
- Team Rocket doesn't recite their motto in this episode.
- When Dawn was holding the box of clothes and walking toward the benches, Piplup was nowhere to be seen. However, when the screen zoomed to the box and bench, Piplup is seen near the box.
- When Dawn's Buneary and Cherubi were battling, Cherubi didn't have to charge up when using SolarBeam.