Ash and co are now entering a well out of the way Pokemon Center in the middle of the forest. As they enter, Brock calls out for Joy and the scene zooms out to show a vast lake near the center. Inside, Joy greets her guests and Brock introduces himself. He then pulls out a bouquet of roses and flirts with Nurse Joy. Max and May sigh, and May exclaims that Brock just won't give up. At this, Brock pops up and explains that he'll track the coldest snow and hottest deserts just to find a Nurse Joy.

Max sighs and folds his arms. Just then, a burst of light comes from May's pack and Skitty appears shaking its tail. As it smiles, it notices the moving tail next to it and begins to chase it. Everyone dodges as it spins like a top around the center trying to catch its tail. As it blows by Joy and makes her skirt rustle, she remarks on how cute it is. May agrees, but says it’s a real handful. As the group tries to stop it, an angry kid makes his approach.

Brock tries to get Skitty to come to him, and it does. The only problem is that it doesn't stop spinning and ends up smashing him in the face. May then pulls out a cat tail and tries to get its attention, but she just ends up tickling her nose and sneezing. The cat tail falls into Max's hands, and he tries his luck. Skitty finally is subdued and everyone breathes a sigh of relief.

The boy from outside then approaches making some comments on how Skitty's are very energetic and only very skilled trainers can handle them. Max points out that he knew that and didn't need the advice. The kid becomes angry and he and Max begin to duke it out. Nurse Joy intervenes and tells "Max" to cut it out. Max is confused as he hasn't told her his name yet, but Joy says that the other kid is also named Max.

The two start to bicker again and after some time Joy breaks it up. The two boys stare each other down a bit, and then the new Max walks off. Max roars for him to come back and face him, but Joy tells him to let it go. She then begins to compliment him on his knowledge of Pokemon, and Brock cuts in saying he is pretty knowledgeable too. Joy then asks Max and Brock if they would like to help her with some Pokemon today and they agree too.

Max2 is now sitting at the edge of the lake. Somewhere not too far off, James is awoken by an alarm clock. He sees what time it is and begins to complain that they are late. Meowth and Jessie ask what for and he explains that they were supposed to be at the Pokemon Center to steal Pikachu by now. Jessie pokes him and suggests that they just head out now. James agrees, but gives his little "have to wash the face" routine. Meowth does the same, and they are now ready. Jessie then makes a comment that causes James to sulk. He sits on a stump feeling sorry for himself, then gets up and says by catching Pikachu he will prove how great he is. He then realizes that Jessie and Meowth have already started off and sulks some more.

May has now taken position on a large rock in the lake. As she relaxes, Max interrupts and says she should be helping Joy. May leaps back to shore and the two begin to argue. Suddenly, a Surskit skims across the lake right past them. Max recognizes it and May scans it with the Pokedex. They watch it for a little bit when it rounds a corner and spies Max2 above. Max2 sees it and rushes down to greet it.

Max and May see this and Max gets mad. May says they both are Pokemon freaks, so they would be the perfect friends. When Max refuses to agree, she grabs him by the arm and brings him over by force. Max2 sees them approaching and immediately tells Max to beat it. Max is angered by this, and another fight ensues. May breaks it up and explains that since both of them love Pokemon, they should be friends instead of bickering. Max2 refuses, and May tries to change his mind.

Max then takes this time to pet Surskit. Max2 notices this and smacks his hand away. He tells Max to leave now and find his own Pokemon. May again comes to the rescue and tells them to stop fighting. She refers to them as Max, and both ask who she's talking about. After some time, she confuses herself. Ash and Brock then approach and wonder what's going on. Max2 says some smart-alecky comment and Max begins to yell again.

Team Rocket watches this scene from across the lake. As James and Jessie laugh at Max's problem, Meowth notices Surskit. Jessie asks what the boss would want with it and Meowth explains to them that it would greet him by the poll every morning. He then concludes his vision by hypothesizing that the boss will be so pleased with it that they will be given a big promotion. As always, Jessie and James are enticed by this, and they all cheer. Max and Max2 are still arguing when Brock suggests they divert their attention by releasing the Pokemon. Ash agrees, and everyone calls them out. Max2 instantly stops arguing and looks in awe at all the cool Pokemon. Max says he gets to see them everyday, and then adds in that his father is a gym leader. Max2 seems impressed.

May then shows off Skitty to Treecko and Pikachu. She asks them to watch it, but it then begins to chase its tail again. May freaks out but Ash reminds her of the cat tail. She pulls it out, but then sees that Skitty has fallen asleep on a rock. Max and Max2 crowd around it and Max2 says that it has a very peculiar behavior. Brock laughs and agrees.

Team Rocket's eyes are fixed on the group from the bushes. After some talk, they leap out and surprise everyone. Ash asks what they are here for and James remarks that they only want Surskit today. They then begin to say their motto with another football twist. As they do, they begin to dodge Ash and co, but after some time Treecko intercepts the ball. Jessie doesn't mind and races towards Surskit.

Ash orders Pikachu to shock them, but Meowth uses an umbrella to block the electricity. Skitty wakes up as Team Rocket begins their rush towards Surskit. It spies Jessie's hair and falls in love. Jessie's tops as Skitty grabs onto it and she begins to scream. James and Meowth try to calm her down, but end up being bashed away. Skitty finally falls off and Jessie rushes off crying and holding her hair. James and Meowth follow.

May compliments Skitty and Ash laughs. The group then realizes that Surskit is gone. Max looks around and notices some puddles leading away from the lake. Max2 is worried and says Surskit must have left because it felt threatened. He then rushes off to find it. May tells him to come back, but Max tells her to let him go. He comments that Max2 really cares about Surskit, and he respects him for that. Ash then says that they should find Surskit before Team Rocket does.

Ash and co catch up with Max2 and he asks them what they are doing. Max announces that they have come to help him look for Surskit, and he seems shocked. Suddenly, a bunch of trees are cleared away and Meowth and James show up in a giant sledgehammer mecha. They laugh and threaten Ash and co, but they just ask where Jessie is. James and Meowth try not to laugh, and then call for Jessie. She angrily appears with the bottom of her hair all frizzled. Ash and co try not to laugh, but can't contain it and soon everyone burst into giggles.

Jessie is extremely aggravated by this, and she activates the mecha. The sledgehammer smashes down as Ash and co rush off. Jessie is now on a rampage. After chasing them for awhile, the group ends up falling off a cliff. Ash, Brock, and Pikachu go one way and May, Max, and Max2 go the other. May and Max wake up in a tree, and Max2 calls up to them. May and Max leap down and May remarks that Team Rocket is always doing this. Max then says that they should find Surskit, and Max2 agrees. He then makes some remark which confuses May and Max.

Ash, Brock, and Pikachu climb back up the cliff out of breath. Brock notices May and the others are missing, so Ash releases Taillow to find them. Brock then says the others are probably looking for Surskit, so they should too. Ash agrees and they rush off.

Jessie is still rampaging through the forest calling for Ash and co to show themselves. Meowth and James are now very frightened. Meanwhile, Max, Max2, and May have decided to rest on a rock. As they do, Max asks Max2 if he s a Pokemon trainer. Max2 says he isn't yet, but it has been his dream to become one. He then adds in that this is why he had to put his two cents in about Skitty. He then begins to talk about how cool Ash and co's Pokemon are. Max then suggests that Max2 train Surskit when they find it, and Max2 thinks it’s a cool idea. May begins to say how great it is to train Pokemon, but they suddenly see the sledgehammer in the distance. May says they should hurry and find Surskit, so they head off.

Ash and co are now calling for May in the bushes. Meanwhile, May, Max, and Max2 are searching a stream for Surskit. Suddenly, the mecha crashes through the trees and a very pissed off Jessie appears. May and the others run, and Max2 says that there is a small pond ahead. After some running, the three enter and open area and spy Surskit in the pond. Max2 is excited and leaps into the water to hug it. May and Max also notice a second pond above the first. The mecha then crashes through the bushes, and May freaks out.

Jessie threatens to smash them, and Meowth and James say that is a little extreme. Jessie finally lets up, and decides to use Seviper to get Surskit. James calls out Cacnea and is greeted with a hug. May pulls out a Pokeball and is about to release a Pokemon when Max and Max2 step in front. They say that they won't let Team Rocket get Surskit, and they plan to defend it.

Jessie laughs at this, and has Seviper use poison tail. The group dodges. Taillow spies what is going on and flies off to alert Ash and Brock. Cacnea uses pin missile, but Surskit goes underwater. Jessie then has Seviper fish it out with poison tail. Everyone is worried and Jessie gloats. Meowth reminds her that it isn't theirs yet, and she yells at him. James tells Cacnea to use another pin missile, but he then notices that it's drowning! Sadly, he recalls it.

Seviper prepares another poison tail, and everyone thinks it is over. Max suddenly tells Max2 to have Surskit use an attack to destroy the bedrock separating the two ponds. Max2 has Surskit dodge, and it uses water sport to break the rock. The water envelopes Seviper, and then catches the mecha in it and washes away.

Max congratulates Surskit, but Jessie suddenly appears from the water like a zombie. Meowth and James cower by the fallen mecha as Jessie roars in anger. Jessie slowly walks to them screaming Surskit, and then actually grabs it! Max2 holds on and they begin to play tug o war. May and Max try to help, and everyone is soon pulling it. May thinks fast and uses Skitty to tail slap Jessie back towards the mecha. Ash and co are now heading towards the scene, but Jessie refuses to give in. She tells Seviper to attack, but Ash has Pikachu use thunderbolt.

Meowth uses the umbrella again, but Max2 then has Surskit use bubble to send it flying from his hands. With it gone, the thunderbolt explodes the mecha and sends Team Rocket blasting off. Ash and Brock thank Max2 and he grins. Max then says that they are now friends and Ash is shocked. The two laugh and Max2 thanks his new pal Surskit. May then hugs Skitty while Max and Max2 pet Surskit.

The sun is now setting and Ash and co are saying their goodbyes at the center. Max2 says he'll train Surskit hard and one day will become a Pokemon trainer. Max says that he has a great dream, and the two shake hands. The group then waves and continues down the road.

Thanks To GoldenNoctowl For Writing this for us