The next Gym on Brock's map is in Azalea Town. Misty notices some nice houses next to a lake and Brock says one can find beautiful girls in beautiful places like this. Then he sees a girl by the lake, claims she's the girl of his dreams and wants to meet her but suddenly a Marill pops out of the bushes. Misty tries to catch the Marill with a Pokeball but it doesn't work, and the surprised Marill starts to cry VERY loudly. Brock calms it down and notices a ribbon tied on its tail, which means it must have a trainer. Misty apologizes but the Marill cries again. Ash jokes that Misty scared it. A tractor and hay wagon comes up, and the two farmers in the cab offer them a lift. However, once they're all in the wagon, robotic hands grab Pikachu and Marill, and the tractor detaches and drives away. The farmers were Team Rocket! Marill has a tantrum, and the noise distracts Meowth who was driving. The tractor crashes into a fence, TR blasts off and the two Pokemon fall down a hill. Ash and Misty run down the hill, Ash trips and collides with a tree. Misty grabs the two Pokemon but slips and falls into a river. Brock and Ash are too late to help them and Misty yells for them to take care of Togepi before being washed downstream by the current. At that moment the girl from the lake runs up and begins to shake Ash, demanding to know where her Marill is. Brock apologises and introduces himself, and the girl says her name is Wilhemina. Downstream, Misty and the Pokemon are safe on shore. Marill cries and Misty yells at it to stop, scaring it into running away. She and Pikachu chase after it, not seeing that its ribbon fell off. Marill trips over a rock and gets ready to cry again, and won't let Misty hold it. Misty scolds it and turns to leave but can't bring herself to leave it alone, so she ends up walking with it following behind her. She suggests that Marill use its sensitive hearing to listen for its trainer, but gets impatient when it takes too long and Marill gets upset. Ash and friends are searching along the river, and Wilhemina gets worried about her Marill since it's young and hasn't been out on its own. Brock consoles her, and she seems to have taken a liking to him. Togepi finds the ribbon lying on the shore. Misty is resting and has given Marill and Pikachu some Pokemon food. Marill sees a Butterfree fly by and chases after it until it gets to a clearing, where it keeps trying to hit the Butterfree with Water Gun. Unfortunately this has stirred up a bunch of Caterpies and Weedles, and worse- Beedrills! Misty grabs Marill and runs. Ash hears Pikachu's voice and looks down the path to see Pikachu and Misty being chased by the Beedrills. He, Brock and Wilhemina drop down and the Beedrill fly over their heads as Misty runs past. Misty keeps running but is trapped by a cliff, so asks Pikachu to Thundershock the Beedrill and drive them away. As they celebrate, the sky clouds over and it starts to rain. Ash, Brock and Wilhemina are sheltering under a tree. Brock is uncertain about what to do since he likes Wilhemina and doesn't want her to be unhappy. Ash decides to wait until the storm stops before continuing to look for Misty. Misty, Marill and Pikachu have found a hollow tree. Marill gets scared by lightning and runs away. Once again, Misty has to chase it. When a tree gets hit by lightning and starts to fall, Marill is too scared to move, and Misty dives to save it. It is about to cry again when Misty says she's glad it's okay, and the Marill is grateful. When the storm clears, Misty and the Pokemon try to cross a swinging bridge over the river. Suddenly a mechanical hand shakes the bridge, it's Team Rocket again! Meowth is using a controller for two hands, and makes one grab Pikachu as TR floats up in their balloon. When Pikachu is safely caught, the other hand grabs Marill but Misty grabs on to it and hangs on. Her weight is too much for Meowth who has to let go of the controls. Misty grabs Marill as they fall, but they are both saved by a Vine Whip from Chikorita. Wilhemina happily hugs her Marill and Chikorita uses Razor Leaf to disable the balloon, so Ash can catch Pikachu. TR won't give up that easily and sends out Arbok and Weezing. Misty's Poliwag stops Weezing but Arbok uses Poison Sting. Marill saves her by using its Water Gun, and Pikachu sends TR blasting off again. Ash complements Chikorita and Pikachu looks a little disappointed. Wilhemina invites them all to visit her house but Ash wants to continue on his journey. Brock wants to see her again sometime, and she says feels the same and drives away in her car. Misty is going to miss Marill.