The episode begins with Ash stepping up to his side of the field and telling Norman that he is ready for his match. Norman is on the opposite side and agrees. May thinks Ash could actually win, but this angers Max into saying she should be rooting for her father. Brock tells Max to calm down and May remarks that she doesn't care who wins. Max is very upset and keeps exclaiming that no one can beat their dad and he can't wait to see Ash learn this the hard way. May is a little nervous from this and Caroline rubs Max's shoulders. She tells him to relax and enjoy the match. Ash and Norman stare each other down as they prepare for a rematch. Kinji is to the sidelines holding the common red and green flags as ref.

Meanwhile, Team Rocket are off somewhere inside a cave behind a waterfall. Boxes and lights litter the area. Meowth pulls out a blueprint and slams it down exclaiming to the others that this will be the sight for their Hoenn Rocket Headquarters. He shows off the blueprint as Jesse and James oooh and awww. Jessie says the boss will be pleased and they all get teary eyed thinking about how their hard work will finally pay off. Meowth turns remarking that the boss will be so happy that they be put in charge of the Hoenn division and they all cheer.

Kinji says the rules of the match: 3 on 3, no time limit, gym leader cannot switch Pokemon, etc. Norman tells Ash to make this a great match, then starts things off by releasing Slakoth. Ash responds to this by calling Pikachu into the fray. Norman mentions that he hopes it's stronger since the last match, and Ash tells Pikachu to show him. Pikachu leaps in for a quick attack, but Slakoth sidesteps away. May and Max are shocked. Norman then orders a shadow ball and Slakoth launches it. Pikachu leaps away and comes in for an iron tail, but Slakoth leans back Matrix style to dodge.

Pikachu twirls a bit in midair before crashing into the ground. Ash now realizes that Pikachu's speed is no match for this Pokemon's dodging abilities. Max tells his father to finish this off and May wonders if Pikachu can pull it off. Norman then orders a hidden power and Slakoth lets it loose. Pikachu dodges as it goes by, but the bright circle soon surrounds it. Brock tells Ash to watch out as hidden power is unpredictable. Ash tells Pikachu to use thunderbolt, but the ring closes in creating an explosion and sending Pikachu flying.

Ash begs his Pokemon to get up and it weakly regains its footing. Max is happy with the force hidden power showed and May is just in awe at how fast Slakoth is. Brock cuts in, exclaiming that while it is fast, Ash can use one thing to his advantage. May and Max ask what and Brock explains that though Slakoth may have speed, that doesn't make up for it being lazy. They are confused and Brock points out that Slakoth doesn't move much. They look to see it swaying back and forth. Caroline says it's true and they wonder how Ash can use this.

Ash watches Slakoth sway as its truant takes effect. He knows speed is no good, so he orders a thunder. The attack launches, but Slakoth dodges and lets loose a blizzard. Pikachu is blown back and lands hard on the ground. Ash orders another thunder, but Pikachu is too cold. The group watching from the sidelines also notices that the temperature has dropped. Ash ends up recalling Pikachu and the blizzard stops. He then immediately sends Torkoal in next.

May wonders how this will change the match and Brock points out that fire attacks can outdo ice. Torkoal uses flamethrower and Slakoth counters with another blizzard. May then holds a cloth as she sweats exclaiming that the temperature is just constantly fluctuating. The fire soon overtakes the ice and smashes into Slakoth. The Pokemon is blown back right into its trainer's hands and coughs up smoke before passing out. Kinji declares Torkoal the victor and it lets out a victory cry. Ash laughs embarrassedly.

Max is in awe and wonders how Norman could have lost the first match. Caroline then comments that she found it exciting. May wonders why her mother isn't rooting for her husband and Caroline just explains that it doesn't matter who wins as long as the match is exciting. Norman then explains to Ash that he put up a tough fight, but once an old friend enters the battle, Ash has no chance. At this, he calls out Vigoroth. Ash remembers this Pokemon from before and knows it will be tough.

Torkoal starts things off with an overheat, but Vigoroth easily leaps out of the way. Ash is shocked that it isn't as lazy as its predecessor. Norman orders a slash and it claws Torkoal in the face, dealing a one hit KO. Ash stares dumbfounded as Kinji declares Vigoroth the winner. Norman congratulates his Pokemon as it vigorously twirls its arms. Max knows Ash doesn't stand a chance now and he regains his excitement. May just wants the match to end. Brock then points out that though Slakoth was lazy, Vigoroth takes all the energy it stored up as a Slakoth and unleashes it in a constant tantrum. (In simple terms it means Slakoth don't use much energy, so when they evolve they release what they didn't use at once constantly.)

Ash decides to send Pikachu back into the match for its long awaited rematch. Norman is intrigued as he too wants to see who will win. Meanwhile, Meowth continues to slave drive Jessie and James into building the base. They moan and ask why he isn’t helping and Meowth comments that someone has to be the overseer. Suddenly, a large crate smashes down on him and Jessie and James wonder if they shut him up. Meowth peeks out from under and says they will work double time now, but the two just push harder on the crate making him faint.

Ash starts things off by having Pikachu use thunderbolt, but Vigoroth leaps away. It bounces off the wall and comes in for a slash, but Pikachu uses iron tail and smashes into the Pokemon's claw. As Vigoroth flies back, it launches a flamethrower straight into Pikachu. The rodent also flies back but lands steaming on its feet. Max exclaims that his father knows exactly how to counter Ash, but Caroline adds in that Ash knows how to counter Norman as well. May tells Ash to get back in there and Brock remarks that she is supposed to be neutral. She covers her mouth as Brock explains that it is better she not pick a side in this.

He then explains that Pikachu is warn out and may not last much longer. Norman asks Ash if he gives in seeing as how Vigoroth is too fast, but Ash refuses. He then thinks of a way to slow Vigoroth down. Ash tells Pikachu to use quick attack and it speeds off. Vigoroth launches a few flamethrowers, but misses every time. It then goes in for a slash and Ash tells Pikachu to let it hit it. Norman is shocked and Vigoroth is even more as Pikachu's static causes its body to go numb in paralysis.

May wonders what happened and Brock explains that certain electric Pokemon have the power to paralyze foes that physically attack them. May knows that this could turn the tide of the match as Vigoroth won't have its speed anymore. Vigoroth pulls away in a daze, but Pikachu manages to iron tail it before it gets far. Vigoroth hits the ground unable to battle. Kinji declares Pikachu the winner of the second round. Ash congratulates his Pokemon, but it too suddenly collapses. Kinji declares it defeated as well and everyone stares in shock.

Ash has Brock take care of Pikachu as he returns to the field. Norman is impressed by how much better Ash has gotten, and Max wonders why his father isn't in a rage to defeat Ash. Caroline explains that he has to keep his cool. Ash then releases Grovyle and Norman calls out Slaking. May and Caroline are surprised it's awake. Grovyle starts off with a bullet seed and Slaking uses endure. An explosion ensues, but Slaking managed to easily endure the hit. Grovyle then goes in for a leaf blade, but Slaking catches it in mid swipe and tosses the shocked Pokemon straight to the ground.

May knows Grovyle is fast, but Brock mentions that while it has speed, Slaking has pure power. Slaking then tries a focus punch, but Grovyle launches a bullet seed at its face. Slaking backs off, but doesn't look fazed. It pounds its chest ready for more. Ash's friends know this is anyone's match now. Slaking then uses an earthquake to rock the battlefield. Team Rocket turn out to be digging underneath the gym and become frightened as the ceiling shakes. Suddenly, a large group of Dugtrio pops out of nowhere. They begin to trudge off, but Jessie kicks a rock at one angering the group. They begin to chase Team Rocket in a circle as they scream.

Up above, the battlefield is feeling the vibrations of the chase. Ash steps back and orders Grovyle to leap in the air and use pound. It does so, but Slaking catches its head leaf. It then spins the Pokemon around and tosses it into the ceiling. Grovyle looks weak, but Ash tells it to try a bullet seed. Grovyle launches itself from the ceiling and releases the attack as Slaking counters with a hyper beam. The two attacks collide and Grovyle tries its hardest to subdue the hyper beam, but it breaks through and smashes into it. Grovyle lands hard on the ground as Slaking pumps its chest. May is worried that it's over, but Brock doesn't think Grovyle will give in.

The Pokemon weakly gets up and glares at Slaking. Max is in shock and Ash wonders how it can still go on. Norman calls to him saying he should throw in the towel. He explains that a trainer should know when his/her Pokemon has had enough and it looks like Grovyle has. Ash prepares to, but Grovyle stops him. Ash asks it if it can go on and it nods. He then says they need a find a way to damage Slaking and Grovyle begins to growl. Suddenly, a green flame surrounds Grovyle. Caroline is happy it's back in the match and the others wonder what is going on. Brock exclaims that when certain grass Pokemon are weakened, they use their overgrow ability to power up their grass attacks.

Slaking then uses another earthquake, but Grovyle easily leaps away. Slaking goes to catch it, but Grovyle bounces off its hands and then straight into the wall. Norman watches as it pushes itself from the wall and comes straight back at Slaking. It bounces off the Pokemon again and Norman orders a hyper beam. Grovyle propels itself off of the opposite wall and dodges the beam. Grovyle then manages to pound Slaking right in the head. May and Brock are now excited at how well Grovyle is battling. Norman says it'll take more then that to defeat his Pokemon and Slaking shrugs it off. Slaking then goes in for a focus punch, and Grovyle speeds towards it for a leaf blade. Both Pokemon strike each other at the same moment and a blinding flash lights the area. When it clears, Grovyle and Slaking are back to back still in attack form. Both trainers wait to see who will fall first. Grovyle grins and falls slightly causing everyone to gasp. It then catches itself as Slaking grins thinking it has won. It is then that Slaking feels its injuries and collapses to the ground. Kinji declares Grovyle the winner and then announces Ash as the victor of the battle!

Norman congratulates his Pokemon for putting up a tough fight. Caroline is happy and says they both put up a great fight. She then asks Max for support, but he is completely pissed off. That evening, Norman presents Ash with his long awaited Balance Badge. Ash thanks him and prepares to take it, but Max cuts in and takes the badge. He rushes off and boards himself in the jungle training room.

Max's family tells him to come out but he refuses. With tears in his eyes he explains that his father is unbeatable, and he refuses to accept that Ash could win. May cuts in telling the brat that their dad is a gym leader, and he eventually has to loose sometime. Max still won't give in and tells her she should feel the same. May is hurt by this and backs off. Brock then tries his luck but Max tells him off as well. Suddenly, Norman demands that his son come out. He explains that he loves being a gym leader, but he knows that as one he will eventually come across a great trainer that will defeat him. He says that he has accepted this and Max should too, and he should be happy that it was his friend that defeated him.

He then explains that a gym leader doesn’t grow unless he learns defeat. After some time, he goes into how Ash and his friends made him realize how special his family is, and he was happy to loose to him. Max then wipes away his tears and Ash begins to add in his comments. Suddenly, the door opens and Max steps out. He apologizes to both his father and Ash, and then hands him the Balance Badge. Ash thanks him and does his usual badge pose.

Thanks To GoldenNoctowl For Writing this for us