Ash throws the pokéball at the Caterpie. It hits the Caterpie on its head and captures it. Ash dances around very goofily at his first catch that he did "all by himself." Ash opens up the pokéball to meet Caterpie, which Misty is absolutely dreading. As Ash offers his shoulder for Caterpie to climb on, it notices Misty and immediately runs over to her showering her leg with affection. Misty is grossed out, screaming at Caterpie and declaring how she hates three things in this world: carrots, peppers, and bugs. Ash argues with her saying how he doesn't like the way she is hurting Caterpie's feelings with her "silly fear." Ash then tries to console Caterpie who climbs on to his shoulder, and they all leave Misty behind. She still follows them claiming that she is doing so to get her bike back. Pikachu is quite exasperated over the argument between Ash and Misty. That night, Pikachu and Caterpie have a pokémon conversation where it is revealed that Caterpie desires to evolve into Butterfree in hopes that Misty will like him. The next morning, Misty wakes up to find Caterpie sleeping next to her. She screams, waking the whole group up and yells at Caterpie to stay away from her. Caterpie is crushed, and saddened, he crawls his way back to the pokéball. Ash tries to change Caterpie's mind, but Caterpie locks himself in the pokéball as Misty requested and won't come out. As Ash and Misty are about to argue again, a Pidgeotto flies by. Ash tries to just throw a pokéball at it, but the Pidgeotto simply swats it away. Misty scolds at Ash for being so stupid - he has to weaken a pokémon before trying to capture it. The only reason Caterpie was capture was because "Caterpie was a weakling, already!" Ash, being sick of Misty's nagging, sends out Caterpie to try and weaken Pidgeotto. Unfortunately, Caterpie is no match for Pidgeotto and is severely beaten. Ash calls him back and sends Pikachu to shock Pidgeotto. He throws a pokéball and successfully captures it. He is quite happy and does his all right scene, but Misty brings him back to reality telling him he has to know about strategy: that putting a worm against a bird is suicide. Ash tries to defend himself, but they are interrupted by Team Rocket. Jesse and James declare they are here to get Pikachu because they are after rare and unusual pokémon. After Meowth shuts them up for giving away their goal, he reveals that Pikachu's power is beyond its evolutionary level. Then Jesse and James beat him up for revealing that secret. After this silly skirmish, Team Rocket sends out Ekans and Koffing. Ash says that's unfair since Pokémon League rules say that battles should be one on one. Misty tells him to fight dirty back but Ash refuses. James orders Koffing to sludge attack Pikachu, blinding it. Ash sends out Pidgeotto and a neat yet fierce battle ensues. However, as is inevitable in a two on one situation, Pidgeotto is beaten. Ash tries to fight them himself, but is knocked away. He is forced reluctantly to ask Caterpie to fight, though he knows it was weak from battling Pidgeotto. Team Rocket thinks it's a joke until Caterpie stops their pokémon with string shot and tackles them away. They are beaten but swear to return to fight another time and capture Pikachu. Ash, Misty, Pikachu, and Caterpie celebrate Ash's first fair victory against another trainer. Misty realizes that Caterpie "isn't a weakling after all," and Ash goads her into patting Caterpie on the head and telling him good job. She reluctantly is about to, when all of a sudden, Caterpie coats itself in its string shot silk to evolve into Metapod. Dexter notes that this particular specimen evolved faster than any other previously recorded. Misty is all freaked out again, but Ash tries to get her to accept Metapod. Pikachu notes that this is Caterpie's first step into fulfilling his dream of evolving into Butterfree. Just then, a Beedrill passes over them and Misty wants to get out of there and away from all the bugs. But Ash wants to capture more pokémon and ventures further into the Viridian Forest, with Misty frantically following behind him.