Ash and company are on their way to the Battle Factory. It's nearing sunset, and they aren't sure exactly where they are. When Brock comments that he thinks they're lost, Max assures him that they're almost there.

Several hours later, they're still not there. The sun has set, the full moon is visible above the trees, and after Max's apology, they start preparing to set up camp for the night. Then, while they take a few minutes to admire the moon, a bit of snow blows by (even though it's a warm night), and they see something fly overhead. After a few brief glimpses, they finally see it clearly enough to identify. It's Articuno.

Articuno is soon joined in flight by a small biplane. There is an apparent mechanical malfunction, the plane emits a large cloud of smoke, and when things have cleared up, neither the plane nor Articuno is visible.

Team Rocket, who have also set up camp for the night not far away, also saw it. Meowth suggests trying to capture it, with the usual bizarre vision of what the Boss would do with it. Jessie and James are excited, until James points out that Articuno is, after all, an extremely powerful legendary Pokémon, and asks Jessie and Meowth if they really think they can capture it. They don't. He goes on to ask if any of their sneaky plans have ever worked out right. They haven't. He proclaims that they should go ahead and straightforwardly take Pikachu and the Pokémon from the Battle Factory.

Ash and company have been walking around trying to find Articuno again. The don't find it, but they do find a Pokémon Center. They spend the night there, and the local Joy promises to give them directions to the Battle Factory in the morning.

Morning comes, and Joy is about to give them the directions, when she is interrupted by someone telling her not to bother. It's Scott, and he offers to take them to the Battle Factory himself. It turns out that Scott is every bit as insane a driver as Professor Birch, and he takes a shortcut. Fortunately, everyone survives the trip.

They are about to enter the Battle Factory when they hear the noise of an engine. A large vehicle smashes through the doors of the Factory and nearly runs the group down. When a voice from inside the vehicle makes it clear that the thing is out of control, Ash, May, and Brock use their Pokémon to stop it. A hatch opens on top of the vehicle, and a man climbs out, complaining about how it doesn't listen to a thing he says. He thanks them for their help, and Scott addresses him as Noland. Noland goes on to introduce the vehicle as the Noland J-9, his latest and greatest super-machine. He is interrupted by an assistant, who runs out and, rather exasperated, asks Noland if he's been playing around with that thing again. Noland replies that he isn't playing; it's his hobby. The assistant asks what the difference is, and Noland doesn't have an answer. Noland introduces the assistant as Sugio, his number one apprentice. Scott asks Noland to introduce himself. He introduces himself as Factory Head Datsura, and Scott explains to Ash that that means he's the Frontier Brain of the Battle Factory. Ash introduces himself and says he's there to challenge Noland.

Team Rocket is watching from a nearby tree. Realizing Noland's affinity for machines, they decide to steal some mecha parts in addition to the Pokémon.

Sugio calls out that it's PokéBlock time, and about a dozen powerful-looking Pokémon come running. May's Munchlax comes out of its Pokéball to join them in the meal. May is about to call it back, but Sugio assures her that there are plenty of PokéBlocks for everyone. Ash asks Noland if all these Pokémon are his. Noland says yes, and that more Pokémon give more possibilities for battles. He asks Ash which ones he wants to battle, and says Ash can pick as many as he wants. Ash has trouble deciding. Does he want to face Venusaur, the final form of Bulbasaur? Rhyhorn, for a test of power? Machamp, with its Fighting type moves? While he's considering the options, Munchlax grabs one of the bowls of PokéBlocks, and runs off into a nearby building. May and Max give chase.

Team Rocket is watching from on top of a building. They're impressed by the apparent strength of the Pokémon, and plan to take them all. James is a bit worried about whether they'll be able to get so many, but Meowth says to just leave it to him.

May and Max enter the building Munchlax went into. It's dark inside, and they can't see clearly, but it doesn't take long spot Munchlax standing on a crate. Then Max notices something else: the airplane they saw the previous night. And then, a cold breeze starts blowing, apparently coming from Munchlax. May wonders if it's learned an Ice type move, but Max says it isn't Blizzard or Icy Wind. The truth is revealed moments later, as Articuno arises from behind Munchlax, then flies out of the building.

When everyone is back together, Noland explains that he'd been doing a little "night cruising" with Articuno the previous night. Max comments on how impressive it is that Noland caught such a powerful Pokémon, but Noland says it's a wild Pokémon. And his friend. He goes on to explain.

One night, while he was test-flying his plane, he was quite startled to find Articuno flying alongside him. Then Articuno started having trouble flying. It had apparently injured a wing somehow. He got it to land on top of his plane, brought it down, and helped it heal. Since then, it has come to visit him with some regularity.

Max says he wants to fly with Articuno, and Noland offers to take him up in the plane. Max invites Pikachu along, and they take to the air. Before long, Noland and Articuno are competing at fancy flying. May, Brock, and Scott, watching from the ground, are so enthralled that they don't even notice Ash is gone until he gets back. Brock asks where he was, and Ash says he was just making a quick phone call. Just then, Scott notices something else in the sky.

It's Team Rocket in a new mecha, making a very rapid descent to land near them. After the motto, Ash asks what they're there for. They respond that they're there to take the Battle Factory's Pokémon, of course. Ash orders Pikachu to attack, then remembers that Pikachu is up in the plane with Max. He decides to use Grovyle instead, but before he can send it out, one of the mecha's many hands grabs the Pokéball right out of his hand. The mecha then takes to the air, grabs about half of Noland's Pokémon (the other half run away), and is about to fly off when Noland rams it with his plane. The Pokémon are released, and the mecha comes crashing down. Noland comments that Team Rocket does make interesting mecha, before asking Articuno to get rid of them. It grabs the mecha in its claws, lifts it off the ground (at this point just about everyone comments on its strength), and throws it high into the air, where an Ice Beam finishes it off.

That night, Noland asks Ash if he's decided which Pokémon he wants to battle. Ash says yes. Max thinks he'll go for Venusaur, and May thinks Rhyhorn, but Ash says no. He wants to go one-on-one against Articuno. This surprises everyone, except possibly Noland. He just turns to Articuno, asks if it agrees to this, and when its reply is affirmative, asks what Pokémon Ash will be using. Ash looks up towards the moon, and says "that one."

Everyone looks, and they see something large and winged silhouetted against the moon. It's Ash's Charizard. The phone call he'd made earlier was to Liza at the valley where Charizard was training. Charizard greets him with the usual Flamethrower. Noland says he's looking forward to tomorrow, and the episode ends with both Articuno and Charizard eyeing the competition.

Thanks To Murgatroyd For Writing this for us