Ash and co are now taking a nice lunch break in a lightly wooded forest. All the Pokemon are eating with the group and Ash and Max comment on how good the food is. Brock mentions that they aren't too far from Petalburg City and May asks Ash if he plans to train for the tough match her father will be. Ash says his Pokemon are strong enough, but Max doesn't quite thing so. He motions to Ash's Pokemon and Ash turns to see they have all eaten themselves sick.

Max then notices that Treecko isn't with the others. Ash wonders where it went and Pikachu motions up a nearby tree. Treecko sits on a high branch staring into the sky. Ash things something is wrong and he climbs the tree to investigate. He asks his Pokemon what is bothering it, but Treecko just turns away. May says it must be in a bad mood. Corphish then enters the scene wanting to help out. It scurries across the ground and shoots up the tree, smashing into Ash by accident and sending him flying.

Corphish then clings to an opposing branch as Ash plummets to the Earth. Treecko continues to look away. It then glances as Corphish tries to talk with it. After some time, it just turns its head again. Corphish is angered by this and it lunges at the tree to get up to Treecko's branch. It the process, it slips and scuttles like mad before falling to the ground right on top of Ash's head. Ash thanks it for trying to help and it weakly lifts its claw signaling it was nothing.

As Ash begins to get up, Max comes to the tree. He remarks that Treecko may be feeling down after loosing to Gulpin. Suddenly, the group hears a loud noise in the distance. They look out over the forest to see a large amount of debris fly up. When it clears, an angry Loudred appears! It appears to be having a fit and it shows this by smashing Ash and co's Pokemon away. It then flings their packs around and rushes off down the forest path. Ash and co hold their ears from the massive sounds it makes.

Dirt flies up everywhere as the Pokemon continues its rampage down the road. Treecko notices this and seems intrigued. Loudred soon comes upon a man with long green hair. He tells Loudred to stop but it just smashes by him. The man calls out to the Pokemon and begins to chase it down the path. He then lunges and manages to subdue the Pokemon by tackling it. It soon snaps out of its rampage and looks calm. Loudred turns out to belong to this trainer as he pets it after it smiles at him. Ash and co are impressed with the trainer's wrangling, and Treecko also watches curiously.

The group and the trainer then sit down on some nearby logs to chat. Loudred falls asleep with a bubble entering and leaving its nose. Ash and the trainer then begin to talk about Pokemon battles after Ash mentions he's on his way to challenge the Petalburg Gym leader. The trainer then realizes he hasn't introduced himself yet. He says his name is Gai, and Ash and co introduce themselves as well. Brock then asks if he is a trainer and Gai says he is. He then explains that Loudred is his partner Pokemon, but lately it has been going into random fits of rage.

At this, Ash looks up at Treecko. He then remarks that Pokemon seem to have such confusing personalities at times. Brock and Max then add in their thoughts and May annoys Max with one of her comments. He retaliates with one of his own and embarrasses her. She hits him on the head and begins to go on and on about how bratty he is. Brock and Gai laughs and Gai mentions that she and her brother fight like they were in a Pokemon battle. At this, Ash gets an idea and suggests that he and Gai battle. Gai wonders why and Ash explains that a battle may soothe Loudred's temper. Gai accepts this and they decide to head into the field. Treecko hears this and leaps down in front of Ash motioning that it wants to fight. Ash decides the battle could be good for it, so they head out.

As Brock declares the rules for the match, Treecko spits its twig out and Loudred glares it down. Treecko starts things off by smashing into Loudred with a quick attack, but Loudred backs off and manages to stomp Treecko; pinning it under its foot. Ash has Treecko use bullet seed and it causes Loudred to back off. Treecko is then struck hard by a supersonic blowing it back. As Treecko shakes the attack off, Loudred leaps into the air and sends an earthquake straight at the poor Pokemon. Ash has Treecko leap away and pound Loudred hard.

The Pokemon rolls back and smashes into a nearby tree. Ash thinks its over as Treecko steps up to finish it off. Loudred weakly gets up and glares at the Pokemon. After staring each other down for a few seconds, both Pokemon begin to glow! Ash and co watch in shock as Treecko stops glowing and appears as a brand new Grovyle. Loudred then forms and appears as a new Exploud! Both trainers seem excited by their new Pokemon.

Max is enticed by the large Exploud and May decides to scan it with her dex. Ash then scans his Grovyle to find out that its signature attack is leaf blade. Right on cue, Grovyle leaps up and slashed a new twig from a nearby tree. It catches the twig in midair and places it in its mouth. Ash and Max are shocked at how much power is in its attack.

Brock then signals for the match to restart and both trainers prepare. Ash strikes first by having Grovyle use leaf blade. Gai then motions for his Pokemon to attack, but it just glares at the approaching Pokemon. It then begins to suck in air and releases a hyper voice straight into Grovyle. The Pokemon slides back and glares at Exploud. Suddenly, Exploud begins to rampage around the field. Ash and co cower away as it blows another hyper voice straight into a tree. Gai tells it to stop, but it won't listen.

The Pokemon begins to throw rocks and smash trees around. Ash tells Grovyle to stop it with bullet seed, but the attack doesn't do anything. Exploud then turns around and uses earthquake. As everyone is rocked around, Exploud takes off down the road. Ash tells Grovyle to go after it. It catches up to the Pokemon, but it is just smashed away before it can attack. Ash and co watch Exploud disappear into the forest. Gai goes after it and Ash tells the others they have to help. They nod and start after Gai. Grovyle then gets up heads off to find the angry Pokemon.

Meanwhile, Team Rocket sit in the forest craving something to eat. Meowth remarks that it was Jessie's fault they didn't get away with the food last time, and she becomes angry. She can't seem to take it anymore and rushes off to look for something to eat. Suddenly, she stumbles at the edge of a cliff. She manages to catch herself and looks down to see a small lake with a waterfall below. She cowers down hopping to get some of that fresh water. Meowth and James approach and James notices something literally drinking the waterfall. James wonders what it is and Meowth says it’s an Exploud, the evolved form of Loudred.

At this name, Jessie and James recall the many hard times they had with the Loudred back in Dewford. With those thoughts in mind, they rush off not caring to nab that Pokemon. Meowth cuts their escape off and tries to convince them otherwise. He explains that an Exploud would make a great present for the boss. Jessie and James wonder how and he explains that Giovanni can use it as an alarm clock every morning. He goes on to say that he can also use it as a means of scaring his men into waiting on him hand and foot. Meowth then finishes his visions with hopes of getting promoted. The group then cheers at the idea.

Back in the forest, Ash and co search the area for the missing Exploud. Gai is just about to give up, but Ash tells him he can't give up on his partner Pokemon. Gai then notices Grovyle and says Ash is lucky to have Pokemon that listen. Ash realizes it's still out of its Pokeball, and he asks if it wants to take a rest. Grovyle refuses and leaps up into the trees. It rests itself on a branch like a bird on a perch and looks out over the forest for Exploud. May wonders why it's acting disobedient suddenly, but Max says it just has a rivalry with Exploud.

Gai then remarks that he wishes Exploud was as willing to help just after evolution. Brock remarks that it will just take some battles and Max comments that it was his starter Pokemon and it will come around eventually. Max then asks if the two began their friendship when Exploud was just a Whismur. Gai says he did, and starts to have flashbacks of him training it as one. He recalls the times they would sit there all quiet and Whismur would occasionally have a small outburst, but he could control it. He then remembers the day it evolved. He was so happy that day that he began to dance with his new Pokemon, but lately all that has changed. Loudred's tantrums were so much worse then Whismur's, and it was too much for him.

Exploud now sleeps soundly by the waterfall as Team Rocket hides in the bushes. James targets the Pokemon with a Carvanha cork launcher and shoots of a barrage of them. The corks land in Exploud's organ pipes and Team Rocket then follows up by trapping it in a net. Exploud wakes up in shock as Team Rocket does a happy dance. It throws a fit and manages to pop the corks right out of its head along with shattering the net. It roars like mad and Team Rocket becomes scared .It knocks them sky high and begins to roar.

Grovyle hears the roar and begins to hop from tree branch to branch after it. Ash and go realize its heading towards the sound and they follow. Grovyle makes it to the canyon first and does a flip into the lake. It glares at Exploud as the enraged Pokemon turns to see its rival. The two Pokemon stare each other down for awhile until the sun appears through the clouds. At this moment, Grovyle rushes towards Exploud like a rocket, but the Pokemon leaps out of the way. Grovyle turns and pounds Exploud away with its leaf.

Exploud regains its footing and launches a hyper voice at Grovyle. The Pokemon just stands there and takes the attack. After some time, it jumps away and bullet seeds Exploud back. Ash and co make it to the scene at this time and notice the battle. Gai rushes to his Pokemon as it gets up. He thinks it's ready to listen, so Ash and he decide to finish the match from before. Ash orders a leaf blade and Grovyle lunches. Gai orders his Pokemon to dodge, but it just stands there and takes the attack.

Grovyle then goes in for a spinning leaf blade, but Exploud catches it this time. May is shocked that it managed to grab the leaf in mid-swipe. The two Pokemon wrestle a bit, but Ash ends it by having Grovyle pound Exploud away. Gai begs his Pokemon to listen to him, but it just walks back into the battle. Team Rocket watches the Pokemon from the bushes. They now have an updated Sharpedo-Cork-Shooter! They now plan to shoot the corks into Exploud, but this time when it pops them out, they launch another batch and watch it cower in fear.

Jessie then remarks that they can then capture Grovyle and Pikachu as well. With this thought in mind, James levels the Sharpedo-Cork-Shooter. Gai turns to see James aiming and leaps in front on his Pokemon to protect it. The corks smash into him and he takes the hit for his Pokemon. (OMG, this is so Saving Private Ryan! He took a barrage of corks for his Pokemon, how brave!) The corks turn out to be homing and they fly up into the sky and come back down toward their prey. Ash has Pikachu thunderbolt them and they explode harmlessly in the air.

Jessie gets angry and the team steps out to say their motto. Before they can get it out, Ash has Pikachu use thunderbolt and Exploud uses hyper voice to send them flying. Gai regains his strength from the horrid cork incident and asks his Pokemon if it's alright. Exploud turns and glares at him; making him think it still hates him. Ash and co watch in anticipation, but it doesn't move. Gai puts his head down in despair, but Exploud's hand suddenly appears. Gai looks up to see it has approached him. It then smiles and Gai takes its hand.

Gai asks it if it has accepted him as its trainer and remembered him. It nods and the two share a heartwarming hug. Ash and co cheer and Gai approaches. Ash reminds him that they have to finish their match and Gai agrees. Both Pokemon stare at each other and Gai orders Exploud to attack. It lunges, and both Pokemon end up pressing arm to arm. The episode then ends with the two Pokemon battling it out.

Thanks To GoldenNoctowl77 For Writing this for us