The episode begins with Ash, May, Max, Brock and Misty relaxing beside a river having a picnic on their way to the first of Ash's Battle Frontier challenges, The Battle Factory. (With Misty leaving once they reach closer to Cerulean City.) The group, sitting on blue picnic blankets, have called out their entire Pokemon teams to enjoy the delicious snacks on offer, as well as the scenery. However, looking around, Ash notices that someone is missing... Brock's Ludicolo. Ash asks Brock where the dancing Pokemon is, and Brock explains that since his brothers and sisters had so much fun with Ludicolo while he was there, he decided to leave Ludicolo back home at Pewter City. Brock asks May about the Squirtle she received from Professor Oak, just as Misty receivesa call on her Pokegear. It's Daisy, who asks her if she can hurry up getting back to the Gym, as more and more people are visiting and they need help. Misty shouts down the phone, but eventually calms down and agrees.

Excited to be back on the road, Ash suggests that they get going soon, and that they are near Mt. Moon, which prompts Max to also get excited as he thinks of seeing Cleffa, Clefairy and Clefable. Just as he's finished saying that, a rustle in the bushes snaps the group out of their conversation... as it turns out to be a Cleffa! The Cleffa cutefully bounces up towards the group happily as the group look on amazed at seeing such a rare and cute Pokemon. Ash then pulls out his Pokedex to check its details, while the playful Cleffa bounces around waving happily at the group's Pokemon. May attempts to make friends with the Clefa, asking it if it would like to be their friend. The Cleffa doesn't seem to like her however, and hides behind Munchlax. Max smugly tells his sister that she must be too scary for the poor Pokemon to handle, and May angrily asks him to repeat it while Max runs and hides behind Misty. Misty, seeing that the Cleffa is scared, tells her Azurill to go play with it. Azurill does so, leaping out of Misty's arms and extending its tail out for Cleffa to play with. May thinks that it is amazing how Azurill was able to calm Cleffa down, and Max reminds her of her failed attempt at doing the same. Just as she is about to shout at Max again, a strong wind picks up and pulls Azurill and Cleffa away. However, as it turns out, its not a strong wind at all, as Team Rocket have decided to strike early in another suction device welded onto their balloon. Acting fast, Ash tells Swellow to fly up and catch the two baby Pokemon. Swellow does so, and brings them back down to the ground.

Not worried that their first attempt had failed, Team Rocket smirk at the group below them, and Meowth turns up the sucking machine to full power- Powerful enough to rip even the heavier Pokemon off the ground. Ash does manage to stop Pikachu from being pulled into their suction machine however. Not wanting to let their main prize get away, Jessie sends out Seviper to do the job that their machine didn't. Ash orders Pikachu to use Thunderbolt, but Jessie quickly tells Seviper to use Poison Tail, which smashes right into Pikachu, sending it flying backwards and into a rock. Seeing a moment of weakness, Jessie tells Meowth to turn the machine on again. The sucking of the machine starts up once more, but Ash acts quickly and manages to grab Pikachu again. James then tells Meowth to turn it up all the way up to maximum power, and Meowth does so, making the machine powerful enough to be able to lift Ash off his feet too. The rest of the good manage to grab ahold of Ash's legs and stop him for being sucked into the machine with his Pokemon, and Meowth quickly changes the direction of the sucking to confuse and weaken their hold on Ash. They keep hanging on however, which causes Jessie to become frustrated. She angrily pulls the controls from Meowth and attempts to operate the machine herself, but instead of increasing its sucking power, the machine begins to blow, sending all of the group's Pokemon tumbling out to reunite with their trainers. Becoming even more angry, Jessie, frustrated, tries to operate the controls again but the pressure caused by her actions cause the machine to overload and explode, sending Team Rocket blasting off. However, the cause of the explosion sends Misty, Max, who is holding Cleffa, and Pikachu hurling back. May tries to save Max, but she couldn't reach him in time and they fall into the nearby river where they are pulled away by the current.

Eventually, the river dies down and they are able to make it back to land. Misty asks Max if he is okay, and he says he is, but the same cannot be said for Pikachu and Cleffa who are hurt and tired. Max is worried, as there isn't a Pokemon Centre in sight, but Misty tells him that it'll be okay, as she'll take care of them. And that she does, as Misty then tells Azurill to use its Refresh move, healing the two other Pokemon back to full health. With the Pokemon recovered, Misty suggests that they go find Ash and the others, and Max agrees.

Back with the rest of the group, we find them looking for Misty, Max and Pikachu using Mudkip as their guide. However, Mudkip cannot seem to find anything, and May worries where her brother and Misty could be. Ash hopes that they are somewhere safe, while looking at the clouds which are getting darker by the second. They aren't the only ones that are worried however, as a Clefable and a Clefairy emerge from the bushes calling for their also lost friend. However, once they see the group, they quickly run off back into the bushes.

Walking along happily are Misty and Max, and Max compliments Misty on the Refresh move her Azurill performed, but then it was to be expected of a Gym Leader and that his sister could learn a lot from her. Misty points out that she did get in the Best Eight within the Grand Festival in Hoenn, though. Suddenly , Cleffa senses something and runs off happily. Misty wonders what Cleffa has gone running off for, and they follow to find that Cleffa has found some delicious Pecha Berries. Max feels a little depressed though, thinking that Cleffa had found the rest their friends. Misty says that they are delicious, and gives one to Pikachu to eat. After a short while, the small group collect a bunch of the berries to feast on, but just as they are about to tuck in, a swarm of Beedrill appear and chase them off. However, while being chased they fail to watch where they are going and end up falling off a cliff and into a the forest below.

Despite such a steep drop, they manage to land safely within the rather dark and gloomy looking forest. Max wonders where they are, and Misty notices the gathering dark clouds above, noting that it will rain soon. Seemingly cursing their fate, not only does it begin to instantly rain but some thunder and lighting starts up, scaring Cleffa. Looking around however, Misty spots a small cave that they can shelter in from the rain.

Back to Ash, May and Brock, we find them sheltering under a tree, with Ash worrying about Pikachu and the others. Brock reassures him, reminding Ash that Misty is with them. May is silent however, thinking about how she failed to save Max, and hoping that he is okay.

Having found a cave to rest in and shelter from the rain, Pikachu, Cleffa and Azurill have fallen asleep while Misty and Max talk. Max complains about some of the embarrassing things that his sister has done involving Pokemon, and Misty tells him that she also has an older sister... well, three. She explains that despite sometimes disagreeing with them, she does care for them and Max begins to feel a little guilty about some of the things he has said. As they reach an understanding about their older sisters, Misty notices that the weather outside has cleared up and that it is safe to go out. Once outside again, Max suggests that they hurry and go look for the rest of the group.

It seems that they aren't the only ones who have had that idea however, as Ash, Brock and May follow Misty and Max's footprints in an attempt to find their lost friends.

Back with Misty and Max, we find them walking along through the forest with Pikachu and Cleffa skipping happily while holding hands in front of them. Suddenly , another strong wind picks up and Max is pulled away along with Pikachu. However, just as he is about to be sucked into the depths of the forest, May suddenly appears and grabs Max's arm... this time managing to get their in time to save her little brother. The wind dies down. Ash and Brock soon follow, and Pikachu jumps into Ash's arms while Brock asks Misty if she is okay. In turn, Clefairy and Clefable enter the group also and are reunited with Cleffa. May, angry that they put her brother in danger once more, tells them to stop hiding and show themselves. They do so, floating out of the forest in their balloon which has kept its suction machine add-on. They then proceed to recite their motto as usual. When they are finish, Misty mocks them from the ground, but is ignored as Meowth tells them that they're going to nab Pikachu once and for all, along with Cleffa, Clefairy and Clefable. Meowth then pulls out the machine's controls, and turns the suction power on once again. However, Misty reacts quickly and tells Azurill to use Bubble. Azurill does so, sending several Bubbles into the machine causing it to overload and explode, sending Team Rocket's balloon crashing to the ground. Having surviving the fall, Jessie, angry at another defeat, says its time for a Pokemon battle and sends out Seviper. James follows up by sending out Cacnea. Having none of this however, are Cleffa, Clefairy and Clefable who call out into the forest. Sure enough, several of their kin appear out of the forest to help them out. The fairy Pokemon then start to use their Metronome while Team Rocket looks on bemused. Not wanting to be left out of the action, May's Munchlax breaks out of its Pokeball and starts to use Metronome too. The strange effects of Metronome start to kick in, as Seviper, Meowth and Cacnea are forced to dance under the fairy Pokemon's spell. Jessie smugly remarks that such a silly attack won't stop them, but is quickly silenced as the effects continue and they along with Wobbuffet and Chimecho start to dance also. Suddenly, due to the effects of Metronome, Cleffa, Clefairy and Clefable along with Munchlax start to charge up a Solar Beam. As a last ditch attempt at clawing back victory, Jessie tells Seviper to use Poison Tail and James tells Cacnea to use Needle Arm. Ash is having none of this however, and orders Pikachu to use Thunderbolt, zapping the two Pokemon and allowing the fairy Pokemon enough time to charge up Solar Beam. Team Rocket attempt to run away from the attack, but the beam catches up to them causing an explosion and sending them blasting off again.

May, excited that her Munchlax just learned a new attack, praises her Pokemon who smiles happily and proudly in return. Also happy are the Cleffa, Clefairy and Clefable who walk off into the sunset after being reunited with the baby Cleffa.

Later on that night, deep in the depths of Mt. Moon, we find the Cleffa, Clefairy and Clefable dancing around the Moon Stone under the moonlight as the group watch, amazed at being able to see such a rare and wondroussight.

The next day, the group are walking along discussing the events of the previous day. Just then, Misty receives another call on her Pokegear. It's Daisy once again, asking if Misty would hurry back to the Gym. Misty say she will, and Daisy hangs up.

After some more walking, the group reaches a crossroad. Knowing that it is here that they must separate, Misty wishes Ash and Pikachu luck on their Battle Frontier quest, and Ash tells Misty to do her best as a Gym Leader. She then wishes the same luck to May in her Contests, and May thanks her. Then, leaning down to Max and reminds him of the talk they had earlier. Max smiles and says that he will do his best while May listens on, puzzled.

The episode ends with Ash, May, Max and Brock walking in one direction towards the first Battle Frontier Facility, and Misty heading back to Cerulean Gym. Both Misty and Ash look onwards, wondering what possible challenges they may face in the future.

Thanks to Alfonso for writing this for us