The episode begins with Ash ordering Pikachu to use iron tail on a nearby rock. Pikachu does so and smashes it in half. Ash cheers and Pikachu seems happy it got the attack off. The others sit at a nearby table. May comments that all that training is really helping Pikachu master the attack. Both Max and Brock say that if it keeps at it, Pikachu will be able to use iron tail no sweat. Ash tells Pikachu to use iron tail again as the narrator explains that Ash is trying to have Pikachu learn iron tail for his upcoming gym battle against Roxanne. Pikachu goes in for iron tail, but it fails and plops its bottom on the rock. Ash sighs.

Ash joins the others at the table and Brock tries to tell Ash that Pikachu will get the hang of it sooner or later, and that Ash should just concentrate on his upcoming gym battle. Ash agrees and Max asks May when she plans on training. May chows on a pastry as she informs them that she won't be battling Roxanne. Ash, Brock, and Max are all in shock. They try to explain to her that as a trainer, she is supposed to battle in the gyms. May just says that she is more interested in raising her Pokemon to be great at Pokemon Contests. Max won't have this, and he tries to persuade her some more. She then informs him that it would make her a lot happier to see Torchic winning ribbons in contests than battles in gyms. The others begin to understand and say that she has a great goal. May thanks them, but Max is still mad. May laughs and says he can cheer for her in contests.

Meanwhile, Team Rocket sits in a playground. James is looking through the guidebook and notices that the teacher from the last episode is actually Roxanne, the Rustboro gym leader. Jessie and Meowth get excited and want to capture her Pokemon and give them to the boss. They begin to plan, but James interrupts. He reminds them that they are out of money and need to get back to work. Jessie and Meowth are disappointed, but they know they won't have a chance against the gym leader without funds. In the end, they all get into their construction worker uniforms again and go to work.

Ash and co arrive at the gym and walk inside to see Roxanne's attendants sweeping a rock field. Ash approaches and informs one of them that he is here for a match. The man recognizes him and calls for Roxanne who is above in the stands. She welcomes Ash and co to the gym, and asks if Ash or May will go first. May gets a little embarrassed. Roxanne and May sit in the stands and May explains about her new goal. Roxanne accepts this and congratulates her. She then asks Ash still wishes to battle her, and he says he does.

The ref informs Roxanne that the reporters are ready, and Roxanne informs Ash that she is letting some reporters film the match for the Pokemon News. She asks if Ash is ok with it, and he says it's fine. He then adds in that he's going to try extra hard now.

The two take their spots on the sides of the field. Max, Brock, and May sit in the stands. Max waits in anticipation for the match and tells May he can't wait. Brock says gym matches are a lot of fun to watch. The ref tells the normal rules- 2 on 2 battle with no time limit. Roxanne decides to go with Geodude first. May looks it up in the Pokedex and Max comments that it looks like a tough battler. Ash knows that rock types are weak against grass, so he decides to go with Treecko. Treecko lands on the field and puts a twig in its mouth. Max knows Ash picked the right Pokemon and Brock reminds him that they also have to take level into thought. May is confused and Max explains that if a Pokemon is at a much higher level, type advantages don't apply.

The ref signals for the match to begin. Treecko and Geodude lunge at each other, each grabbing each others hands. Roxanne comments that her Geodude's physical attacks are pretty strong, so she won't have to rely on its rock type attacks. Max yells for Ash to not give in. Roxanne has Geodude use mega punch, which sends Treecko flying. Ash tells Treecko to counter with slam, and it comes crashing down. Roxanne tells Geodude to doge and use rock tomb, but the attack hits and bounces it back.

When the dust settles, Geodude is buried under a pile of rocks. Everyone is confused, and Max says the slam must have caused Geodude's attack to backfire on itself. Everyone watches in awe and Max thinks Ash is going to win this, but Geodude smashes out of the rocks looking unharmed. Roxanne smirks and tells Geodude to attack, and it lunges at Treecko again. Treecko tries to dodge, but it is smashed with a mega punch again. Treecko flies through the air and crashes into the ground. Ash asks if it can still battle and it gets up, but then collapses! The ref declares Geodude the winner. Ash picks up Treecko and thanks it for a job well done. He then sends in Pikachu.

The reporters turn from their camera, shocked at Ash's choice. Roxanne reminds Ash that she uses rock types, and electric types have no chance, but Ash won't give in. He tells Pikachu to show her its stuff with a thunder. Pikachu gives a humongous thunder, sending the room into a bright light. When it dies down, nothing is changed, and Max says Ash must be showing off.

Meanwhile, Team Rocket is digging next to the gym. Meowth is tired of digging and tells James he quits. James gets mad and says this is all part of his plan, and Jessie and Meowth ask what he's planning. James explains that they'll dig right under the gym, come up into the field and snag Pikachu and Geodude before the trainers know what hit them. James starts to gloat as his genius, but Jessie and Meowth just sigh.

In the gym, Max is thinking. He wonders how Pikachu can do the job is Treecko can't, but Brock says Ash always finds a way. The battle starts with a rock throw from Geodude. Pikachu dodges, but Geodude follows up with a mega punch, knocking Pikachu back. Roxanne then tells Geodude to finish it with rollout. Brock, Max, and May wonder how this will turn out, and Ash tells Pikachu to run at the rolling Geodude. It does so, and gives Geodude a head on thunder, shocking it! Geodude flies back unable to battle. The group cheer and Roxanne recalls Geodude. She informs Ash that she is impressed with his attack even though he had a type disadvantage, but she says he won't get passed her next Pokemon.

She throws another Pokeball and out comes a Nosepass! Ash looks it up in the dex and Brock notices Pikachu is worn out, causing him and the others to worry. Ash asks Pikachu if it can still fight, and it gives the signal that it can. Ash then tells it to use iron tail, and it rushes in. It leaps up and smacks Nosepass back with its glowing tail. Roxanne smirks, saying she should have known Pikachu would know an attack like that. Ash tells Pikachu to use another iron tail, but this time the attack fails. Pikachu's tail hits Nosepass with no affect, and it just bounces off.

Max is disappointed and Roxanne laughs at how inexperienced Pikachu is wit the attack. She tells Nosepass to use rock tomb, causing rocks to close around Pikachu. Ash tells Pikachu to use thunderbolt, which smashes the rocks off of it. Pikachu is now really worn out and Roxanne smiles, thinking victory is at hand. Ash is now a very worried.

Team Rocket is now right under the gym. James prods the floor with his shovel, and Meowth asks how he plans to get through. They all sit and ponder while the match above continues. Nosepass uses sandstorm, and appears in front of Pikachu. It body slams it, then tries to stomp it, but Pikachu dodges. Roxanne tells Nosepass to use rock tomb, but Pikachu dodges with agility. It quick attacks Nosepass for some minor damage, and Brock comments that this isn't going well. Pikachu does circles around Nosepass, and Roxanne tells it to use sandstorm again. Ash tells Pikachu to use iron tail, but it can't get the attack right and it fails.

Brock comments that Pikachu is too tired to get the move off, worrying Max and May. Roxanne apologizes for having to defeat Ash, and she orders Nosepass to finish Pikachu off with hyper beam. Nosepass releases the attack just as Team Rocket break through the surface. Pikachu dodges, and the hyper beam smashes into the tunnel, sending Team Rocket all the way back outside and blasting off.

Roxanne tells Ash to just give up, as Pikachu is exhausted, but Ash refuses. Roxanne then orders another hyper beam, but Pikachu uses thunderbolt, sending the attack right back at Nosepass and electrifying it! Roxanne is shocked and Max comments that Nosepass is just a rock type, which means it is still somewhat affected by electric attacks. Ash tells Pikachu this is their only chance, and tells it to use iron tail. Pikachu lunges and leaps, and this time, gives Nosepass a huge iron tail. Nosepass falls to the ground unable to battle as Pikachu lands beside it!

The ref declares Ash the winner as Roxanne stands in awe. Ash congratulates Pikachu, who rushes to him. Brock tells Max and May that he knew Ash would find a way, and Max looks on starry-eyed. Outside the gym, Roxanne comments on how well Ash battled. She tells him that she thought she knew everything, but Ash taught the teacher a valuable lesson! She then hands Ash the Stone Badge. He gratefully accepts it and holds it up. Our heroes then wave goodbye to Roxanne and continue on towards their next adventure…

Thanks To GoldenNoctowl For Writing this for us