Ash and co are now taking a rest on the beach with their good friend Professor Birch. They have just finished lunch and Birch compliments Brock on his cooking. Brock is flattered and Max and May exclaim that he cooks meals like this for them all the time. Ash then interrupts, asking the professor if he would like to see some of the Pokemon he has captured. Birch accepts and Ash releases them all. Treecko takes its twig and places it in its mouth. Birch is enticed by all of Ash's Pokemon. May doesn't want to be left out and shows off her Silcoon to Birch. He examines it, exclaiming that it'll become a Beautifly. May is excited by this. Brock then releases Lotad and Mudkip for him to see.

Birch examines Lotad, wondering why it's just standing there. Brock nervously laughs, saying Lotad isn't the smartest. Mudkip walks up and places its paws into Lotad's lily pad. Meanwhile, Jessie happily scrubs her Cascoon, exclaiming that she can't wait for her beautiful Beautifly to come. James and Meowth sigh and try to explain to her that Cascoon isn't right. James pulls out a card with a picture of a Silcoon on it and shows her, saying this is the Pokemon that turns into Beautifly, and it looks different from hers. Jessie looks at it, and then exclaims that her one is just special. James and Meowth go beady eyed, and sigh. Ash and co approach a forest where Professor Birch says he would like to study some Pokemon. Max becomes excited and rushes in to find some. He stops below a branch when a Seedot falls on to his head. It then lands on the ground and stares up at him. Ash and co catch up as two more Seedots falls down. Birch tells everyone what they are as Ash scans them with the dex. May and Max crouch down to examine them, and Max offers them some food. The Seedots just stare at him and Ash tries to put one back on the branch, but it just falls off again. May wonders why the Pokemon are acting so strangely and Birch notices some fallen trees. He says that the Pokemon must think they are here to wreck the trees, making Max sad.

Birch tells him that if they show the Pokemon they are friendly, they'll have no problem with them. He tells Max to rub one with a leaf, and he does so, causing the Seedot to happily jump up and down. The Professor smiles, knowing the Pokemon are convinced. The three Seedots then falls down and begin to roll back and forth. Birch falls down and begins to copy them, rolling back and forth. May wonders what he is doing and Brock suggests that the Seedots feel more comfortable when they interact with them in the same way. Up on a cliff, Team Rocket watches this weird scene. Meowth says the Seedots would be a great addition to the boss's lineup, but James doesn't see why. Meowth has a vision of Giovanni doing his morning exercises alongside the Seedot, which entices Jessie and they decide to steal them. The Professor continues to roll with the Seedot, when a smokescreen suddenly blocks their view. When the smoke clears, Team Rocket has come into view. Jessie demands that they hand over the Seedots, but naturally, the group refuses. Jessie calls out Seviper and Ash calls out Corphish. He has it use vice grip on Seviper.

Jessie becomes enraged and releases Cascoon. Birch recognizes it, saying its name out loud. Jessie hears this and says it isn't a Cascoon, it's a Silcoon. She and the Professor argue a bit while James and Meowth sigh. May then releases her Silcoon and Birch comments to Jessie that you can tell by the eyes that the two are different. Jessie still refuses to believe it and sends Cascoon in to attack. Silcoon lunges and both Pokemon smash into each other. As soon as they hit, Silcoon begins to glow! May is shocked and Birch exclaims that it's evolving into Beautifly! The glowing stops and May lays eyes on her brand new Beautifly! Cascoon uses string shot, but Corphish blocks the attack. Corphish then uses crab hammer on Cascoon, sending it flying into the rockets, and then all of them into the forest. Max comments that the Seedots seem happy, and Beautifly then lands on May's head. Birch comments that she should do quite well in Pokemon Contests with such a beautiful Pokemon, and Ash agrees. Brock hands May some Pokemon food and says it is Beautifly's favorite.

May thanks him and begins to feed her new Pokemon. Max then comments that he would like to see some attacks, and so May has Beautifly use whirlwind. Birch then searches his pack and pulls out a Frisbee. He hands it to May and informs her that a good practice is to have Beautifly hold up the Frisbee with its whirlwind. May throws the Frisbee, but Beautifly can't hold it up at first. She tries again, and this time it keeps it up. The Seedots hop up and down and Birch says they must want to play too. Way down in the middle of a cliff, Team Rocket hangs from a branch. Jessie comments that if her "Silcoon" evolves into Beautifly, they can catch those Seedots and all of the twerps Pokemon. James and Meowth sigh. They begin to dread the day her Cascoon evolves. They both have a vision of her becoming enraged and hitting them on the head with a mallet thousands of times. Jessie then interrupts them with her loud mouth, exclaiming that they are going to make "Silcoon" evolve. Meowth asks how and she grabs him. In the forest, Birch tries to put the Seedots back onto their branch, but they fall again. He exclaims that Seedots are easy prey on the ground, and he doesn't understand why they won't stay in the trees. Meanwhile, Meowth battles with Jessie's Cascoon.

He lunges at it, but Jessie has it tackle him. James declares Cascoon the winner, but Jessie says it isn't Beautifly yet. Jessie then pitches her Cascoon against James's Cacnea. After two tackles, Cascoon is the winner. Meowth says it won, but he calls it Cascoon, enraging Jessie. James then comments that Cascoon may not want to evolve, and Jessie eyes him. James realizes that he called it Cascoon and corrects himself. Jessie then tells them that they are not going to stop until her "Silcoon" is a Beautifly. Ash and co finally find a branch where the Seedots will stay, but their success is interrupted when Team Rocket floats down in their balloon. Jessie sends in her Cascoon, knowing a battle against the twerps will give it a lot of experience. May has Beautifly use whirlwind, blowing it back. Jessie tells it to get back up and attack, and it does so. James releases Cacnea to help, but it just hugs him. Ash decides to release Treecko, and Cacnea uses pin missile. Treecko dodges.

Jessie has Cascoon tackle Beautifly, and this time it hits, but Beautifly blows it back again. Jessie tells it to try again, but it again is blown back. However, this time it begins to glow! Everyone is shocked and dramatic music plays as Jessie is getting her "Beautifly"! James and Meowth sulk, knowing their deaths are soon. As Cascoon finishes its evolution, James throws a tarp over it. Meowth then rushes in dressed like a Beautifly. Jessie gets mad and picks him up, asking what the heck he's doing. Meowth exclaims that Beautifly isn't ready yet, but she just chucks him out of the way. She stomps up to James, who is blocking the tarp. She tells him to move, and when he refuses, she smashes him out of her way. She then removes the tarp to find...a Dustox. Jessie stares at if for a few minutes, trying to get it through her mind what the heck happened.

Ash scans the Dustox with his dex, as Jessie goes through everything in her mind. She then begins to cry, making James and Meowth freak out. After a few seconds of almost exploding, Jessie screams out that she loves it! James and Meowth are shocked as Jessie goes on about how strong and cooler it is than a Beautifly. She praises it for several minutes, confusing Ash hand co, and then she sends it in to battle. She asks James what attacks it has, and he reads off poison sting and tackle. Jessie has it tackle Beautifly. She then gloats at how powerful it is. May gets mad, saying that Beautifly is better as it's more beautiful and Dustox can't win contests. Jessie sighs, saying who needs contests when she has this much power.

May gets mad and has Beautifly tackle Dustox. Dustox then uses poison sting, but Beautifly whirlwinds it towards James and Meowth, who dodge. Cacnea then uses pin missile and Dustox releases a psybeam, but Ash has Treecko take the hits. He then recalls it and releases Corphish. Cacnea tries another attack, but Corphish takes the hit. Brock calls out Mudkip who water guns Cacnea into James. Beautifly then tackles Dustox into Jessie, and Corphish sends them blasting off with a crab hammer and a bubble. With Team Rocket gone, Birch examines the ground and tells the others that this is the perfect area for the Seedots. They look up to see them happily swaying on the branch. Later that night, Ash and co wave goodbye to Birch. He wishes May luck in her Contests, and Ash for his badges. As he leaves, the scene shows May with her long awaited Beautifly.

Thanks To GoldenNoctowl For Writing this for us