Recovering from a brutal defeat at the Goldenrod City Gym, Ash awaits further news regarding the health of his Pokémon at the local Pokémon Center. Nurse Joy comes out from the ER and reports that with a good night's rest, all of Ash's Pokémon should be fine by morning. Relieved, Ash thanks Nurse Joy. She tells Ash that he's very lucky, since a lot of the other Pokémon who have lost to Whitney were in much worse shape than Totodile, Cyndaquil, and Pikachu are. Ash begins to lose faith in his dream of becoming a Pokémon Master, and suggests that if he can't beat Whitney's Miltank, he might as well go back home to Pallet Town. Joy and Brock try to cheer him up, saying that by morning, he'll feel better as well.
The next day, all of Ash's Pokémon are glad to see their trainer as he thanks them for a great match. Whitney unexpectedly drops by the PokéCenter and tells everyone she has a special place she wants to show the gang. She explains that there are a lot of Miltank Dairies in the outskirts of Goldenrod, but she thinks her Uncle Milton's Miltank Dairy, which is where our heroes are headed, produces some of the most nutritious milk out there, so it'll help Ash's Pokémon power up.
Arriving at the dairy, our heroes find an open pasture with what must be a million Miltank grazing the land. Whitney sees Uncle Milton, who greets our young friends. In the barn, Milton serves the gang glasses and saucers full of Miltank milk. Whitney suggests that Ash let Cyndaquil and Totodile out to have some milk too. Everyone tries some, and it turns out to be a big hit.
Meanwhile, Team Rocket staggers back toward Goldenrod City. Jessie comments that the handcar they were on lead to a brick wall back in Saffron City, and Meowth adds it was unfortunate that they were going 150mph when they found that out. Jessie and James are tired out, but Meowth says they can't give up because they have to capture more Pokémon. Luckily for them, Milton's Miltank Dairy is not far. Team Rocket fantasizes about having Miltank cheese, Miltank yogurt, Miltank milk, Miltank butter, cream, flan, ice cream, and shakes. Meowth spots the dairy barn - their next destination.
Our heroes finish glass after glass of milk. Whitney tells them that her uncle makes cheese and yogurt as well. Ash says he'd love to try some out, and Whitney says she'll be back with a whole bunch of assorted things for the gang to try. In the kitchen, Team Rocket finds a cache full of Miltank dairy products. They start rummaging through everything, but Whitney catches them red handed. Team Rocket takes their share of "free samples" from the refrigerator, and runs away. Outside, they're escape plan is cut short due to a Thunderbolt attack from Pikachu. Jessie declares a battle, and calls out Arbok. James sends out Weezing in the same fashion. Whitney sends Miltank to use Rollout, knocking Team Rocket off the ground and sending then blasting off again. Milton thanks Ash for helping them get the food back, and asks if there's anything that he can do to repay him. Ash says he'd like to know more about Miltank, and Whitney comes up with the perfect idea for Ash to brush up on them.
Literally brushing Miltank with brushes, Misty says that this is not what she had in mind. Ash says this is the perfect chance for him to learn about Miltank and hopefully, a weakness. Whitney's Miltank starts to walk away, so to prevent it from escaping Ash grabs it by the tail. He soon learns that that was a bad move as Miltank kicks Ash, sending him soaring and slamming him against the fence. Milton drops by saying that Whitney forgot to mention that her Miltank hates it when you grab it by the tail.
Later that day, Whitney shows the gang how Miltank are milked. Misty notices it's all done by machine, and Brock comments that the machine must be pretty gentle, since the Miltank seem like they don't mind being milked. Milton tells everyone that they've done enough work for today, and lets them go to do whatever they want. Whitney declares that she's going up the hill to train Miltank, and Ash decides to tag along.
At the hill, Whitney tells Miltank to show her its Rollout. Miltank rolls all the way to the bottom, and Whitney commands it to roll back up. Nearby, Team Rocket is spying on the whole ordeal. James reminisces about how he always dreamed of owning an old-fashioned ice cream parlor and then selling it to a giant multinational corporation. Jessie tells him that that dream may come true, and pulls a lever.
Suddenly, a big barrel approaches our heroes. As usual, Team Rocket makes a dramatic entrance with their motto. A giant hand extends from the barrel and snatches Miltank. The barrel then starts to roll downhill and grabs Pikachu. It tries to shock it, but Meowth tells Pikachu that the glove is shock proof. Whitney goes to warn Milton while Ash tries to stop Team Rocket. Ash uses Cyndaquil to tackle the left side of the barrel, making it spin off course. He then sends out Totodile to make ditches with its Water Gun, causing the barrel to fly in random directions. James breaks the levers off of the control panel, releasing Miltank and Pikachu. Unable to move, Team Rocket stands helpless as Pikachu shocks the barrel. An explosion ensues, and Team Rocket blasts off for the second time. Milton thanks Ash for saving the dairy and asks him if there's anything he can do to repay him. Ash challenges Whitney to a battle, but if he wins, Ash will get the chance for a rematch at the gym. Whitney accepts.
The battle starts. Ash sends out Cyndaquil, but Miltank starts with the first attack - Rollout. Cyndaquil tries to tackle Miltank, but its Rollout is more powerful. After being hit several times, Cyndaquil is knocked out. Totodile's up next, and it starts off by digging ditches in the ground with its Water Gun. Totodile then propels itself off the ground using the same attack, and tries to balance itself on Miltank. Totodile falls off, however, and faints. Ash's last Pokémon, Pikachu, uses Agility to dodge the Rollout attacks. Miltank falls into the ditches and is sent soaring through the air. Pikachu then takes cover in one of the ditches, and as Miltank rolls over it, Pikachu comes up and flips Miltank from below. Miltank is sent soaring as Pikachu ends it with Thunderbolt. Whitney, who is left in awe, stands there as she loses the battle. Understanding what happened, Brock explains that first Cyndaquil tired Miltank out, then Totodile dug ditches and slowed it down, which allowed Pikachu to finish it off with just one Thunderbolt.
Much to Ash's surprise, Whitney presents Ash with the Plain Badge. Ash is reluctant to take it since he remembers that badges are supposed to be won at gyms. Milton explains to him that it doesn't matter where the battle is. The point is that Ash beat Whitney's strongest Pokémon fair and square. With that in mind, Ash accepts the badge, making him one step closer to his goal of competing in the Johto League.