Ash, Misty and Brock arrive in a village that is so small, it doesn't even have a gym. Ash says they should keep moving, but Misty says they need to eat first. Then Brock notices that they are out of Potions and Antidotes for sale. They decide to stop to get something to eat, and Ash wants a Cheeseburger, and Misty wants to eat somewhere 'nice', so they argue about where to eat. But someone is watching from the bushes... Of course, it is Team Rocket that's hiding in the bushes. They start to follow Ash, but then they realize they have forgot Meowth! Lying against a tree looking very sick is Meowth. Jessie tells him to get up, and puts her hand on his head to feel how hot his head is, and her hand gets burnt. They want to go and grab Pikachu, but they can't leave Meowth behind. Jessie says he would still have 8 lives left, so they start to walk off. But before Jessie and James can leave, a girl stops them, and says that they are very irresponsible trainers to leave Meowth behind in that condition. Jessie and James are shocked to hear the word 'trainers'. They don't usually think of themselves as 'trainers' so they say that they're not trainers, but 'Super Heroes'. The girl says that they are 'Super Losers' for leaving a sick Pokemon behind. She starts mixing some plants together, and gives the newly made potion to Meowth. He suddenly looks better! Meowth, having seen the girl, says he must be in love with her! Jessie and James wonder if he is sick still, but he scratches them. He's definitely back to normal!!! Ash, Misty and Brock walk into a store, and see rows of jars on the shelves. Brock says to an old woman mixing some mysterious items together that they're here to buy potions. The woman says she has a special root that cures insomnia, and will grow hair on your nose and tongue. The girl that cured Meowth walks into the room and tells the old woman not to scare the customers! She asks if she can help them. Brock immediately interupts about him and her both caring about Pokemon, and maybe they could talk about it over dinner. She replies by saying they could talk about it over a Pokemon battle. Ash immediately agrees. Team rocket watch from outside. Meowth wants to find the nice girl who helped him. She walks out of the house, and Meowth falls in love with her again! The girl (whose name is Cassandra) sends out a Paras. Pikachu tries to say 'Hi' to the it, but the Paras backs off because it is too scared. Cassandra explains to Ash that she wants Paras to evolve, but it is too scared to battle anyone. Misty asks why Cassandra is forcing Paras to evolve so quickly, and then Cassandra explains how she needs the mushroom on Parasect's back (Parasect is the evolved form of Paras). She needs the mushroom to make a special Miracle Potion. Meowth says he wants to make Cassandra's dream come true, and help Paras evolve into Parasect! But it was all for love. And then James has a conversation with Meowth about love, but they are interrupted by a hit on the head by Jessie. She says they have to catch Pikachu!!! Meanwhile, Pikachu and Paras are going to try to fight again. Ash tells Pikachu to let Paras win, and tells Pikachu to just give Paras a little static shock. A tiny little bolt hits Paras, knocking it out. They start to wonder how it could ever win. Brock has an idea, to use a Pokemon that has a weakness to it. Paras is a Bug / Grass Pokemon, so it would be strong against Water! Ash decides to send out Squirtle, and tells it that Paras has to win! Squirtle is ordered to squirt a very little bit of water on Paras, but the dribble of water knocks it out! Cassandra won't give up, and sends Paras out again. This time, Ash uses his newly evolved Pokemon - Charmeleon! He tells it to go easy on Paras. Charmeleon has a weird look in his eyes, and starts charging up a flame in his mouth - a big flame at that. Ash orders Charmeleon to stop, but it ignores the order, and blasts Paras; then kicking it away! Paras runs away, and Ash wants to know what Charmeleon was doing! Misty says that Charmeleon is out of control, and Pikachu shocks Charmeleon, knocking it out. Cassandra is worried because Paras has run away. Ash says he was happy when Charmander evolved into Charmeleon, but now he isn't so happy. But for now, they need to find Paras, and Ash recalls Charmeleon. We see Paras running through the forest, and then it runs into Meowth! Ash says it is his fault Paras ran away, and Cassandra says it has no confidence. Brock asks what the potion she's going to make does, and she says it will heal a Pokemon. But not only heal it, it will refill its attack, confidence, determination, and a few other things - Not to mention making it smarter. Misty says that Cassandra should give some of the Potion to Ash to make him smarter! Cassandra thinks about Paras again, and says that it needs more confidence! Meowth tells Jessie and James to help him evolve Paras, but they demand to know what's in it for them. Meowth explains that the potion that Cassandra will make from Parasect's mushroom would make them all rich! This is because if Meowth could make Paras evolve, Cassandra would make him the mascot for the new Potion! He says that Jessie and James would be rich too, and he wants to spend the rest of his life with Cassandra. Meowth tells Jessie and James that he needs Arbok and Weezing. They ask why he needs them, and he says "Because they're good at losing". Arbok lunges for Paras, but Meowth steps on its tail, and it falls! Paras simply pokes it, and Arbok is knocked out. Jessie and James cheer Paras on, and congratulate it for winning! Paras seems surprised that it actually beat someone! Then Weezing gives it a go, but Meowth knocks it out with a branch from a tree, and Paras simply pokes it again. Jessie and James congratulate it for winning again. Meowth goes up against Paras now, and lets Paras poke it. Meowth pretends to lose and fall over. Paras is very confident now, and it climbs up a tree, and sits on a branch. Ash, Misty, Brock and Cassandra come walking up to the tree, and see Paras up there. It jumps down, and Cassandra says that it is acting weird. Paras wants to fight Pikachu! Ash starts telling Pikachu to go easy on it, and while Pikachu is listening to Ash, Paras pokes Pikachu's tail! Pikachu is about to shock it, but Ash reminds Pikachu to let Paras win! Paras shrugs, and falls over holding a white flag above his head!!! Paras looks very confident now. Ash sends out Charmeleon again, but it just sits there, not listening to a word Ash says to it. He says how Charmander was so obedient before, but Charmeleon simply ignores him! Cassandra's Grandmother walks up to ash and explains that if you are a bad trainer, your Pokemon won't obey you. Ash tries to get Charmeleon to return, but it blasts Ash, and then torches Paras. Then we see Team Rocket in disguises cheering Paras on to beat Charmeleon! But Charmeleon fries them, and Paras runs. Charmeleon catches Paras, and is about to fry it again. Paras pokes Charmeleon, and really knocks it out! Paras starts glowing, and evolves into Parasect. Ash says that he is proud of Parasect, and never doubted it. Charmeleon recovers, and so does Team Rocket. Charmeleon whips Team Rocket with his tail, and sends them 'blasting off again'! Ash calls Charmeleon back into the Pokeball. Cassandra thanks them, and says she'll make the Potion, and help all the Pokemon in the world! They walk off, waving like usual, and then we see Team Rocket land near Cassandra's house. We see Cassandra taking care of Meowth, and she asks him how she could ever repay them for helping to evolve her Pokemon? Meowth says the least she could do it make him the company mascot! She "NO!!! I'd never take you away from the 'Team Rocket Superheroes'!" Meowth gets upset, and then Cassandra's Grandmother says that they already have a mascot - a Persian they found sleeping in the back yard! Cassandra says she'll take care of it like it was Meowth, so Meowth can go on being a 'Superhero'!!! Meowth cries, and Team rocket leave the house.