The episode starts as usual, the gang walking across an open field. They notice a patter in the grass nearby them that looks like a circle with a X in the middle of it. What could be? All of a sudden a ball that has a leaf-like tail connected drops on them. They duck down thinking it's a bomb or something. (after all Team Rocket has a reputation of doing that) They look up wondering whats going on and Ash spots a balloon in the distance, it's shaped like Fearow with one pulling it! The balloon lands down next to them and a boy jumps out of it. He says his name is Skyler and he's training up for a balloon race that's pretty big.
Skyler takes them over to a garage where a man is working on a balloon designs, this is Jyunza. Jyunza designs balloons after Pokemon for a race, as there is a picture gallery on the wall next to him with various Pokemon-shaped balloons. Jyunza gets an idea and sets up a Pikachu balloon for the gang to ride in and train for the race themselves. They take off and do a few check-ups, before letting out a flying Pokemon to drag the balloon faster.
Ash sends out Noctowl while Skyler uses his Fearow. Noctowl helps to make the balloon go faster but he goes too fast and causes the balloon the tilt. Jyunza tells them to slow down a bit and Noctowl does so.
Seems like Team Rocket as usual is spying on them. Jesse and James don't really care about what's happening but Meowth comes by with the race phamplet, which he explains first place winner gets a better burner for their balloon. Jesse and James aren't too thrilled but Meowth seems crazy just for this race. Late at night before the race, Jesse and James sneak by in the ballon start area where all the balloons are...hmm...
The next day the race begins and dozens of contestents are ready to go, Team Rocket makes the last-minute entry using their own ballon. As they start off, something's wrong. Most of the balloons mysteriously pop and some of the baskets fall out. Looks like Jesse and James sabotaged the balloons that night. Only a few balloons including Ash's and Skyler's are left standing. Meowth yells at them because he doesn't want to cheat, but James ignores him and sends out Weezing to use Smoke Screen. The smoke knocks out the all but three balloons: Ash, Skyler and one other. Meowth yells at James but Jesse shrugs and uses Arbok shoot out some Poison Pins. Ash and Skyler dodges the fire of pins but the other racer doesnt and ends up falling down as well. Meowth, fed up, slashes them both, but Jesse and James don't like to play honest so they just tie up Meowth so they wouldn't have to worry about him so much.
Seems like a storm is coming up ahead, Team Rocket doesn't care, they already have something. James presses a button and a jet engine appears under the balloon basket and they zip off. Ash and Skyler are trying hard to get through the storm, but Ash's balloon's burner shorts out and it won't work. Ash gets the idea and sends out Cyndaquil to do the job. However all doesn't seem to go well, they are headed straight into a mesa! Ash tells Noctowl to pull up as best he can as well as Cyndaquil using a powerful Flamethrower to heat up the balloon. They make it and head straight up above the clouds.
Meanwhile Team Rocket zips out of the storm but their celebration is cut short when they see Ash and Skyler break through as well. James presses another button and the engine becomes a missle launcher. James fires a few vollies towards Ash's balloon. The balloon doesn't get hit but Cyndaquil gets knocekd back, Ash dashing to save him from falling, but another missle explodes near Ash. Ash collaspes into the basket, his shoulder hurt. Cyndaquil hops back up to the burner and Pikachu gets mad and wants to fight. However James justs simply uses the jet engine to flee away. Ash gets the idea and tells Noctowl to help Pikachu get to Team Rocket. So Noctowl let's go of the rope and Pikachu hops on, soon flying towards Team Rocket's balloon. James uses the missles again to fend off Noctowl but Noctowl can shake the missles off for long. Skyler tells his Fearow to go help and distract Team Rocket and Fearow goes off. Fearow does distract them for a while and Pikachu comes in and releases a Thunderbolt to Team Rocket, exploding the balloon and sending them off to wherever.
Ash and Skyler get to the target area and they toss the ball to the target, both getting bull-eyes. However there seems to be a slight problem, there's only one balloon burner and two winners. Ash tells Skyler he should take the prize, after all, Ash doesn't go by balloon anyways. They soon depart for their next destination...

Thanks to Xeno Lugia for writing This for us