Ash and co have finally arrived in Rustboro City. They are now on top of a giant lookout tower which gives a whole view of the city. May, Max, and Brock are overjoyed as they look out over it. Ash soon appears behind them covered in souvenirs from the tower, shocking Brock and the others. May and Max comment on how weird he looks but Ash just naively laughs.

They begin to head down the tower while Ash follows. May, Brock, and Max try to stay ahead, as they are embarrassed by him. Max then notices a Poliwag under a bench. It has a Pokeball ribbon around its tail and looks around scared. Max rushes to it and asks why it's under there which frightens it. Max assures it that he won't hurt it, and it slowly comes out. Max picks it up and the group eyes it. Suddenly, a young woman rushes up to them and notices Poliwag. It is unknown to our heroes but this girl is actually Roxanne, the Rustboro gym leader. She asks Max if he was the one who found it and thanks him.

Suddenly, some little kids rush up calling for Roxanne. They are all overjoyed to see Poliwag. A little girl turns to a nervous looking boy and says they found Poliwag. Another boy with a Magby cuts in, saying it was the other kids fault for loosing Poliwag and he doesn't deserve it. The little girl and boy begin to argue when Roxanne interrupts the, telling them not to fight. She lectures on how bad fighting is, and the children stop. Roxanne then informs Ash and co that she is a teacher at the nearby Pokemon School.

Max is excited by this and wants to go as he intends to learn all he can about Pokemon, but Ash says he wants to get to the gym. Roxanne asks if Ash is planning on challenging the gym leader and he says he is. He also adds in that May intends to too. May laughs nervously and Roxanne says she knows a lot about the gym leader, and she knows all new competitors must attend a class at her school before challenging the leader. Brock ponders this idea and Ash is disappointed. Max however is very excited and can't wait to go.

At the school, the principal shows Ash and co the classes they can choose from. He leads them into a room where a doctor is lecturing on becoming a Pokemon Doctor. The class doesn't interest Ash, but Brock seems to like it. Next, the principal shows them a Pokemon Ribbon Contest class. May loves this class instantly. A trainer releases his Sneasel to show off. On its crest is a ribbon, and May is in love.

The principal then takes them to a Pokemon Battle class where 2 trainers battle their Typhlosion and Feraligatr. Ash seems to like this class, but Max is worried. He asks the principal if there are any classes young kids who can't own Pokemon can attend, and the principal nervously says he forgot about him.

In the lookout tower, Team Rocket scans the city. They get excited and decide they want to start their domination for Hoenn right here. They all have a day dream of opening a rocket base and getting lots of money.

The principal opens the door to a class where young kids are being lectured by none other then Professor Oak on a video monitor. This is the class Roxanne teaches, and Max is overjoyed to see the actual Professor Oak. They walk in and the professor instantly notices them. He says hi and looks down to Max, saying Ash has told him about him. May laughs at how embarrassed Max is and pats him on his head, saying he knows so much about Pokemon. Oak agrees and asks if they have met the city gym leader yet. He informs them that the gym leader teaches this class and Ash realizes Roxanne is the Rustboro Gym leader!

Roxanne laughs and says she is. The principal tells Ash and co that Roxanne was also his finest student, and Oak informs them that he has some business to attend to. He waves goodbye but Max interrupts, saying her wants to learn all Oak knows, but he just laughs and hangs up. The same boy with the Magby stands up and challenges Max. Max turns around and the boy says he's going to test him to see how much he knows about Pokemon, so Max agrees. The boy asks Max what type of Pokemon is Sunflora, and Max answers that it's a grass type. The whole class is shocked as Max adds in even more info about it, which makes the boy jealous.

He starts to yell, but Roxanne calls it off. She informs him that fighting won't solve this and he shouldn't worry about how much smarter Max is. The principal agrees and asks Max if he would like to stay as an honorary student in the class for the day, and he even adds in that he will receive a Pokemon for the day too. Max is very excited and agrees. May is a little concerned for him, but nervous about her gym match too.

The principal and Roxanne take Max to a room filled with Pokeballs. Max asks Roxanne what kinds of Pokemon are in the balls, and Roxanne says there are all different kinds. She then tells Max that he can pick only one; so choose carefully.

Outside, Team Rocket listens in on the conversation. Jessie is intrigued by the thought of many Pokemon just waiting to be taken on the other side of the wall, and so is James. Wobbuffet soon pops out, but it is recalled. Jessie suggests they steal the Pokemon and sell them to make big bucks, and Meowth agrees as they are completely out of money.

That night at the Pokemon Center, Ash throws some rocks at Pikachu. It uses iron tail successfully to break them, but fragments fall on its head. Ash tells Pikachu they are going to work on it till they master it, and he begins to throw rock after rock.

That day, Max begins his day in class. Ash and co watch him study from behind some glass as a little girl approaches. She introduces herself as Asumia and they begin to talk. Asumia explains a little about the class, and Max says he is ready to learn. Asumia says she wish Koteku was like him, and Max asks who that is. Asumia points to the nervous little boy from before and says he is Koteku. She tells Max how he has no confidence in his abilities as a trainer. She sighs a bit as she explains how he had a hard time using Poliwag, when the Magby kid comes up. He tells Max that he better watch out, as today is his day to become second best. He walks away and Asumia tells Max that that is Himashi, the best battler in the class.

Roxanne soon enters and the class greets her. They all then release their student Pokemon as Ash and Brock watch. Ash then notices that May isn't there and wonders where she went. It turns out that she is attending the Pokemon Contest class and watches a man lecture with his Scyther. Back at the class, Roxanne tells Ash and Brock that she would love them to help out too. They agree and release Taillow, Treecko, Forretress, and Lotad. Brock realizes that Lotad is sleeping and pokes it. It wakes up confused causing the students to laugh.

Roxanne introduces Ash and tells the kids about his league experience. She then tells Brock that she likes his Pokemon and trains rock types of her own. She then asks Brock if he would like to explain his Pokemon. He begins by saying that Lotad is a duel type, water/grass. He then tells Lotad to show of its water gun, but it doesn't do anything. He bends down and tells it to use water gun again, but it just sprays water in his face causing the students to laugh.

Ash then notices Koteku in the back of the room without a Pokemon. He walks up and asks what is wrong, but he just walks away. Ash doesn't give up and walks to Koteku. He explains of how he and Pikachu didn't start off to well, but they are a great team now. Max and his chosen Pokemon, a Poliwag, walk up and Max tries to cheer him up as well. Himashi is a little mad at how much attention Max is getting and pretends to trip, stepping on Poliwag's tail. It cries out and releases a water gun. Max dives and saves Koteku at the last second. Himashi laughs, saying Max can't be that good if he can't even control his Pokemon. Asumia saw what happened and yells at him, but Himashi just says it was an accident. When no one is looking he then sticks his tongue out at Max, angering him.

May sits in the Pokemon Ribbon class when she realizes she is missing Max's class. She angrily leaves and silently closes the door. Outside, Roxanne know wants to have the students to practice battles, and Max and Himashi are up first. Roxanne holds out a set of Pokeballs and tells each kid to pick one. May rushes up as Max reaches for a Pokeball, only to have it snatched away by Himashi. Max picks a different one and the battle begins.

Himashi throws the Pokeball and Magby comes out. Max does the same and Poliwag emerges. Ash says Max should have it easy as there is a type advantage. Himashi tells Magby to use flamethrower, and Max instantly tells Poliwag to use bide. Poliwag takes the hit and Himashi orders another. The flamethrower strikes Poliwag again and it begins to glow red. A third flamethrower hits causing Poliwag to feel woozy. Ash wonders what Max's doing, but he seems to have it under control.

Himashi then orders Magby to finish it off with a final flamethrower, but an alarm suddenly goes off. The principal rushes up explaining that all the Pokeballs were stolen! Team Rocket crashes through the fence in a giant Wurmple robot and a bag containing the Pokeballs. They emerge from the robot and say their motto as Ash demands they hand over the stolen Pokeballs. Team Rocket refuses and Ash has Pikachu use thunderbolt, but the doors on the robot close, leaving the Rockets unharmed.

Pikachu tries again, but each time it can't hit the now taunting Rockets. Brock releases Forretress, but Jessie has Seviper poison tail it away. May then releases Wurmple, which uses string shot, but a quick spike cannon from Cacnea tears the string. Jessie then decides to take out her cut little Wurmple, and she huggles it while As and co look confused. Brock says this is going to be a Wurmple Vs Wurmple match, but Jessie yells at him, saying Wurmple is too cute to battle with. She then recalls it.

Max is worried, but suddenly, Koteku cuts in. He tells Max that he and Himashi will have to work together to defeat them. He informs them that Magby has a type advantage against Cacnea, so Himashi should attack it while Max attacks Seviper. Max agrees and has Poliwag water gun Seviper. Magby then takes out Cacnea with flamethrower. Max comments on how great of a trainer Himashi is, but he turns away. He then smirks signaling he accepted the comment. Ash tells Pikachu to get rid of the Rockets with a thunderbolt, but Roxanne cuts in, telling Ash to let Koteku handle it.

Koteku explains his plan to Max and Himashi and they decide to carry it out. Max has Poliwag distract Team Rocket with water guns while Himashi and Magby go to the rear of the robot. Cacnea tries to use spike cannon, but Poliwag deflects it. After a few seconds, Team Rocket realizes the floor of the robot is on fire! They begin to scream and hop and it becomes apparent that Magby is using flamethrower on the robot.

Koteku then tells Asumia to let her Pidgey cut the Pokeballs free, and it uses wing attack to do so. With the Pokeballs free, it is now time to send the Rocket's soaring, so Roxanne releases Geodude. It uses roll out, crashing into the robot and sending Team Rocket blasting off.

The kids all thank Koteku and he pets Poliwag and Magby. Max says he and Himashi made a great team, and Himashi agrees. May is happy that Max and Himashi are now friends, and Brock reminds Ash that he wants to challenge Roxanne. Ash remembers and does so, and Roxanne says they'll have their match the next day. Will Ash win his first Hoenn League match? Find out next time!

Thanks To GoldenNoctowl For Writing this for us