The episode begins in the Ecruteak Pokecenter. Ash is looking up Gengar to find that no information is given on it in the pokedex. Misty says that that doesn’t help them much and Brock comments to not forget that Morty will use ghost pokemon, so that gives Ash a chance to pick his strategy. Suddenly, you hear the healing music of the Pokecenter and Nurse Joy walks up to Ash with all his pokeballs on a tray and Pikachu on her shoulder. She tells him that all his Pokemon are in excellent condition, and he thanks her. They then sit down and Joy comments that Ash seems a little tense. Ash tells her that he has had lots of gym matches, but none with any ghost pokemon. Misty then explains to Joy that the gym leader has a powerful Gengar. Nurse Joy comments that the trainers usually do have a tough time, but she remembers that Ash has a Noctowl, which she tells him is his secret weapon. Ash thinks back to when Noctowl used foresight to reveal all the Gastly in the burned tower. Brock comments that Joy is right and Noctowl might be the key to winning the badge. Ash takes out Noctowl’s pokeball and hopes it will work. Meanwhile, at the Ecruteak Gym, Morty is lecturing a group of kids on Ghost pokemon. His Gengar is surrounded by Gastly, but Morty just tells it to use confuse ray. The Gastly become confused and fly in all directions. Morty explains to the kids that ghost pokemon may not have the physical strength like others, but with their abilities, other pokemon can become confused and frightened, and that can be a more powerful weapon.
He is then interrupted by a worker commenting that a trainer is here to challenge him. Morty looks to see Ash and co. Ash and him greet each other, and then Brock says they can come back if he’s busy. Morty tells them that it’s ok, he was just lecturing, which is another part of a gym leader’s job. Then Morty tells the Gastly that that will be all for now, and they float away. He then recalls Gengar to rest. Morty then introduces Ash to the children and asks Ash if it’s ok if they watch the match. Ash says it’s no problem.
Up above, Jessie and James are in the balloon. James is using the treasure detectors, and explains that they are working again. Meowth asks if they even worked before. James announces that whatever it senses, they can grab and Jessie tells him to come to his senses, and that the only thing it detects is junk. James replies that without it, he would’ve had to swindle hundreds of young bottle cap collectors to get the rare ones he found. Wobbuffet then pops out of its ball. Jessie continues to munch her rice ball and argue with James until Wobbuffet gets annoying and tells it to get back in its ball or it will be history. The treasure detectors then detect something and they all look over the side. The towers are below and James comments that something must be down there.
Jessie says he may be right and Wobbuffet pops out. Jessie pushes it away and tells it to go lean over the side. Back in the gym, Ash and Morty prepare for battle. Team Rocket walks by the window and see Ash inside. They comment that maybe they will get two treasures today. James then continues on and Jessie and Meowth follow only to be knocked down by Wobbuffet popping out. In the gym, the referee explains that this is an official match for a fog badge, it will be a three on three match, the trainer is allowed to switch pokemon, and the gym leader can’t. Morty releases Gastly to start the match. Ash says he has to start strong and he releases Noctowl. This shocks Brock and Misty, who explain that if Noctowl gets taken out, Ash won’t have a chance against Gengar. Ash tells them he knows what he’s doing and tells Noctowl to get ready. Noctowl starts off with hypnosis, but Gastly easily dodges by disappearing. Morty tells it to use confusion and it reappears in front of Noctowl. Noctowl goes to tackle it, but each time it goes in, Gastly dodges and disappears. Brock comments on how fast it is. Ash tells Noctowl to use foresight and Gastly’s position is revealed. Brock is excited because now Noctowl’s physical attacks will work. Ash then tells Noctowl to tackle it again, but Gastly is dodging too fast.
Morty explains that just because physical attacks can work, doesn’t mean they will work. Brock tells Ash that Noctowl has to keep Gastly in one spot. Noctowl uses hypnosis, but Gastly dodges and comes up behind Noctowl. Morty tells it to use lick, which hits Noctowl, who falls. Ash recalls it, but it’s not out yet. Brock said that was a good choice since he needed Noctowl’s foresight to keep Gastly in view, and now he can use any pokemon and be able to hit it. Jessie and Meowth are watching the match from the window. They comment on how interesting it is and that James is missing it. James walks up and tells them he found something, but they cover his mouth, telling him to keep it down. He then shouts that he found treasure in a nearby building. Jessie and Meowth get excited and head toward it. Back at the match, Ash comments that foresight is still working so he won’t have a problem finding Gastly. He then sends out Pikachu to battle. Pikachu uses quick attack, which is a direct hit on Gastly, sending it flying. However, Gastly quickly gets back up, shocking everyone.
Morty comments that he raised it well. Pikachu then tries a thunderbolt, but Gastly dodges once again. It then uses nightshade on Pikachu, taking it out. Ash puts Pikachu by his backpack and tells it to take a rest. Morty asks him if he’s giving up yet, but Ash has different plans. He sends out Cyndaquil. Team rocket are scrounging around in the building and finding many valuables. Meowth wants to go swipe Pikachu instead, but Jessie comments that they can’t afford to tangle with them when they are broke and they have to find valuables to survive. James then pulls a charm like Meowth’s out of a box and tells Meowth its payday. Meowth forgets all about Pikachu and goes to the box of charms. As Meowth anticipates which one to take, a bunch of Gastly appear above them. Team Rocket turns around, scared. At the match, Cyndaquil uses flamethrower, but Gastly dodges and uses nightshade.
Cyndaquil also dodges with quick attack. Gastly then uses lick, but Ash tells Cyndaquil to tackle it. Cyndaquil runs up Gastly’s tongue and tackles it, taking it out. Brock is surprised and says Ash may have a chance. Morty recalls Gastly and Ash comments that they are tied, 1 to 1. Morty smirks and sends out Haunter to battle. Cyndaquil tries a flamethrower, but Haunter easily dodges. Brock comments that Haunter is even faster then Gastly. Haunter then uses mean look. Brock explains to Ash that now he can’t recall Cyndaquil till the match ends. Misty says that isn’t fair, since the challenger is supposed to be allowed to change pokemon, but Brock says it’s authorized by the pokemon league, and that gym leaders do stuff lie this a lot to see how a trainer can handle tight situations. Haunter then uses hypnosis, but Cyndaquil uses smokescreen. Haunter uses its hands to grab Cyndaquil out. It uses lick, paralyzing Cyndaquil. Ash tries to recall it, but mean look won’t let him. Haunter then ends the match by throwing Cyndaquil to the floor. Ash knows his only choice now is Noctowl, and he sends it in to battle.
Meanwhile, The Gastly are using hypnosis to make Team Rocket thing they are eating their favorite foods, but they are really still in the building. The Gastly create the illusion of a feast and Team Rocket chases it as it moves away. The Gastly laugh as they watch Team Rocket actually jog in place. Back at the match, Haunter disappears. Noctowl uses foresight to reveal it. Morty then tells Haunter to use its hands, but Noctowl dodges them. He then tells it to use lick, and it sends its tongue and its hands down at Noctowl, who flies up and dodges. Ash then tells Noctowl to use hypnosis, and Morty tells Haunter to use confuse ray. The attacks collide with each other, but the confuse ray pushes through the hypnosis, causing an explosion.
When the dust clears, Ash and co. notice that Noctowl is confused. Morty tells Ash to give up, but Noctowl still can battle. Ash tells it to use tackle, and Morty tells Haunter to use nightshade. Noctowl smashes into Haunter as the nightshade goes off, causing another explosion. Noctowl flies out of the dust, ready to battle. Morty realizes that taking the nightshade dead on cancelled the confusion ray’s affect. Suddenly, Noctowl’s crest feathers start to glow. Brock comments that Noctowl learned how to use confusion, and Ash looks up confusion in the pokedex. Morty tells Haunter to use its hands again, but a confusion from Noctowl takes it out. Morty is surprised that a pokemon learned a new attack during a gym match. He then releases Gengar. Gengar uses shadow ball, which hits Noctowl, but it is ok. Ash knows he has to win fast, and he tells Noctowl to use confusion. Gengar disappears and the attack misses. Ash ten tells Noctowl to use foresight, but Gengar uses nightshade while invisible. Noctowl can’t get a foresight off because it has to repeatedly dodge the nightshades.
Brock knows that Ash has to find Gengar. He tells Ash that he knows it’s out there, so do something to find it. Ash comes up with something and tells Noctowl to send confusion through the whole building. Noctowl does, and it reveals Gengar’s position. Noctowl then uses foresight to keep Gengar visible. Morty tells Gengar to use shadow ball again, but Noctowl tackles it, smashing it into the wall, and taking it out. Ash realizes he wins and congratulates Noctowl. Morty recalls Gengar and tells it it did a great job, but Ash did a better one. As the sun sets, Ash is presented the badge in front of the gym. They then continue on.
Meanwhile, Team Rocket run out of the gym screaming. They explain that they can’t believe the food they were going to eat almost ate them, and they continue down the road...

Thanks To GoldenNoctowl77 For Writing this for us