Ash and his friends take a break next to a river and let out all their Pokemon. Chikorita is a little intimidated by the active Totodile. Everyone is relaxing when a giant net appears out of the air and catches all of the Pokemon! Team Rocket flies up in their balloon and carries off the Pokemon. Just as they think they'll actually get away with it this time, an energy beam blasts out of the forest and shoots them down. The net falls and the Pokemon escape.
A group of large and fierce bear-like Pokemon that have rings on their stomachs emerge from the woods, and Brock recognizes them as Ursaring. They all fire Hyper Beams and cause a huge explosion! In fright, the kids recall their Pokemon and run as the Ursaring charge. Everyone runs into the forest while the Ursaring keep firing their beams, and in the confusion they are separated. Eventually it's discovered that Jessie has ended up with Brock and Ash, while Misty is with James and Meowth.
Jessie sends Arbok to attack and Ash prepares to fight with Pikachu, but more Ursaring appear, forcing them to run again. James and Meowth are about to attack Misty when another Ursaring scares them.
Ash suggests that they have to work together to escape the Ursaring and Jessie agrees to a temporary truce. Misty and James also agree to a truce. Brock and Ash call out for Misty as they wander through the forest, and Jessie realizes how much they care about Misty. She wonders if James and Meowth are worried about her.
In fact, James isn't worried at all, he believes that Jessie can take care of herself. He, Meowth and Misty come to a crossroads, and each of them point in a different direction. They play rock paper scissors to decide which way to go; Meowth wins and leads them on. Night falls. Brock says they should stop and camp for the night. Perhaps if he starts to cook, Misty will follow the smell to them. He cooks a stew and Jessie stares hungrily at the pot before grabbing the ladle from Brock and tasting it. She thinks it's delicious, Ash says that Brock cooks good food for them every day. Brock asks if Team Rocket eats very well, and Jessie doesn't want to tell him that they live on instant noodles most of the time, so she lies and says yes.
James and Meowth want to stop for a bite, they share a small biscuit and wish there was more. Then they see Misty take a submarine sandwich out of her backpack and are shocked. They ask if that's all hers, and she replies that Brock makes sandwiches for them every day. James laments that it's not fair that TR has to scrounge for food while the kids always have sandwiches. Misty notices James and Meowth staring at her (and drooling!) so she shares her sandwich with them. They say it's the best-tasting sandwich they've ever had. Later, they're looking for a place to bed down. Meowth finds a hollow tree but it turns out to be full of Ursaring, who chase them out.
Ash, Brock and Jessie are camped in a cave. As Ash reassures Pikachu that they'll find Misty in the morning, Jessie remembers some of the strange places that Team Rocket had to sleep in. Brock gives her a blanket and she settles down.
Meanwhile, James, Misty and Meowth do rock paper scissors again and Meowth wins a second time. They end up climbing down a cliff onto a small ledge, hoping the Ursaring won't find them there. Not trusting her companions, Misty draws a line in the dirt with a stick and threatens to sic her Pokemon on them if they cross it.
In the middle of the night, Jessie wakes up and decides to take the opportunity to sneak off with Pikachu. She doesn't get far when she bumps into some Ursaring and high-tails it back into the cave. In the morning, they're on the move again, and Jessie is grumpy because she didn't get Pikachu or much sleep.
Misty, James and Meowth discover that their ledge is only a few feet off the ground. Meowth says that he and James could have just taken Misty's Pokemon during the night and she gets angry. Rock paper scissors, and Meowth wins for the third time!
Ash, Brock and Jessie meet an Ursaring. Thinking it easier to take them on one by one, they release Cyndaquil and Onix. The Ursaring barely flinches at Onix's Tackle attack and becomes enraged at Cyndaquil's Flamethrower. Jessie notes that the kids are always confident because they have well-trained Pokemon, and TR is pathetic in comparison. More Ursaring show up, so Ash and Brock recall their Pokemon and flee. Misty, James and Meowth are surprised by another Ursaring.
The two groups finally reunite, both being pursued by angry Ursaring. They spot a rope bridge across a gorge, it looks rickety but they have little choice. They start to run across and the bridge begins to fall apart. Two of the Ursaring slash the ropes, and everyone holds on as the bridge falls! They're now hanging below the cliff edge.
Ash holds on one-handed and throws two PokeBalls up to the top of the cliff, releasing Chikorita and Bulbasaur. James lets out Victreebel which chomps him before leaping up, and Onix and Arbok join them. Psyduck comes out, and Misty yells at it that they don't have any use for it at the moment. All the Pokemon work together to pull the bridge up. They've almost done it when the remaining ropes break and the kids fall. Chikorita and Arbok catch Ash. Brock is caught by Victreebel, Misty by Onix (with Jessie and Meowth hanging onto her legs) and James by Bulbasaur. They all celebrate and congratulate each other, when Jessie realizes they ought to be fighting. The truce over, they separate into their proper teams. Various Pokemon battles ensue but Togepi puts an end to the fighting by using its Metronome to cause a huge explosion that sends Team Rocket blasting off.
Misty is glad to be back with her friends, but Brock doesn't understand why the Ursaring attacked them. However Ash finds a sign next to the bridge and reads it: it's currently the Ursaring mating season and they are using this area as their breeding grounds. Don't disturb them if it's the last thing you do! Unfortunately for Team Rocket, they have landed back in the breeding grounds and are surrounded!