The episode begins with a quick recap of everything that happened in part one. The sun is just coming over the mountains as Ash rides his Charizard through the morning sky. He tells his Pokemon to practice its dives and clings to it as Charizard descends rapidly toward the forest. It pulls up just before taking a dive into a river, causing a wake in the water’s surface as it flies above it. The Pokemon then pulls back up towards the sky as Ash compliments its awesome maneuverability.

Ash then asks to see how strong the Pokemon’s flamethrower has gotten. Charizard releases the attack in an impressive flaming streak and Max, Brock, and May watch from a balcony of the Battle Factory. Max remarks that Charizard has really improved since he saw it in the Johto League championships, and Brock explains that it trains hard in the Charisific Valley. May wonders what he means and Brock explains that Ash allowed Charizard to stay at a place where a woman named Liza trains Charizard to their full potential, and it comes to him whenever he needs its help. Max and May admire the trainer’s bond with his Pokemon.

Charizard then shows Ash an impressive dragon breath that creates a hole in the clouds. Ash is very enticed and asks Charizard to show off its speed. The Pokemon roars and flies higher into the sky as Max looks on with awe.

Team Rocket is watching Ash and his Pokemon through binoculars on the edge of a small cliff. Jessie remarks that Charizard has really gotten strong and her companions agree. James suggests that they try and steal it, and Meowth says it’s a good plan, but it can wait until after lunch. Jessie throws a fit, pointing her finger at him with rage and declaring that the capture of Articuno is more important than both of their suggestions.

Meowth says that they already tried that and failed and James wonders what she has in mind. Jessie shushes them and explains that Charizard and Articuno are set to battle in the Battle Factory today, and when Articuno is weakened from Charizard, it will be their time to steal it! James isn’t so sure about it, and Meowth states that Articuno is a legendary Pokemon and will probably not even break a sweat in the battle. Jessie doesn’t agree. She reminds them that Charizard is a very powerful Pokemon and it should weaken Articuno enough for them to snatch it up. They all cheer up and chant their names while Wobbuffet joins in.

Meanwhile, Sugio and Scott lead Ash and his friends into the interior of the Battle Factory. Inside is the largest battle stadium Ash has ever seen. The trainer platforms are situated above the battlefield and a dome roof allows support for aerial battles. It is the perfect battlefield for the match that will go down today.

Noland greets Ash from the other trainer platform. He wonders if Ash is ready to battle, to which Ash says he is. Noland declares that he can’t have Articuno go easy on him, and if he doesn’t want to face the power of a legendary, then he can back out now. Ash nods, but tells Noland to get ready. Noland smiles and calls for Articuno. The ice type flies into the stadium and lets off a squawk. It lands on the battlefield as shards of ice drift slowly down around it. Max is impressed by its awesome entrance and May says it would be the perfect contest competitor.

Ash gets ready and pulls Charizard’s Pokeball from his belt. He calls out his fire type and it lands on the field in front of Articuno. The two Pokemon glare at each other. Noland informs Ash that it will be a one on one battle with no time limit. Scott then tells Ash’s friends to accompany him to the stands so that they won’t be in the way of the battle.

Team Rocket is now on the roof the Battle Factory. Jessie and James ask Meowth what his plan is and he goes into a daydream explanation. He explains that Charizard and Articuno will be battling in the airspace above the arena for most of the fight, so they can take a position on the roof. When Charizard weakens Articuno enough, they can slice a hole in the roof and toss a net in to catch it. They then escape by balloon as the twerps cry and call out from below. They all agree that this plan is fool proof and put torches to the roof to burn a hole.

Max and Brock are waiting in excitement to see the awesome battle. May calls down to Ash, wishing him luck. Sugio acts as ref and explains the rules of the match. Suddenly, the stadium begins to shake as the roof above opens up to give the battle an even more impressive aerial arena. Scott explains this to Ash’s friends as it opens wider.

Team Rocket begin to freak as the roof opening was an unexpected event for them. They do a jig to try and keep their balance, but Meowth trips and grabs on to James’s leg, who in turn grabs Jessie, and the three fall battlefield below, sending dust into the air. May is shocked when she sees them and Max wonders what they want. The three regain their composure and say their motto.

Jessie then turns to Articuno and says they’ll just have to settle for capturing it now. Ash tells them to go away, but the three begin to run at the legendary Pokemon. Noland orders Articuno to use ice beam, freezing the Rockets in one shot. Ash then has Charizard thaw them out with a flamethrower and Pikachu sends them blasting off through the roof with a thunderbolt. With that distraction out of the way, Noland asks Ash if he’s ready. He says he is and Sugio calls out the start of the match.

Both Pokemon take to the sky and Scoot states that he can’t wait to see Ash’s battling with Charizard. Ash orders a flamethrower and Noland demands an ice beam. Both attacks are launched, but Charizard’s fire breaks through the ice attack as if it were nothing and deals massive damage to the legendary Pokemon. Articuno falls to the ground below and Ash compliments his Pokemon.

Max smirks, knowing that fire attacks are great against ice types. May states that the type advantage is really going to give Ash a one up on his opponent. Ash is impressed that his Pokemon’s attack got through Articuno’s without difficulty. Articuno begins to fly up towards Charizard and Ash orders another flamethrower. It launches the flaming beam but Articuno dodges and spins its way around the fire and past Charizard.

May and Max are surprised that Articuno sped up and Scott states that Ash’s Charizard is good, but it’s going to take more than fire to take this Pokemon out. The two flying Pokemon begin to soar towards each other, but Articuno launches a mist to block Charizard’s vision. It tries to find the ice type, but Articuno blasts through the fog and tackles Charizard to the ground before it can react. Brock comments that Articuno is starting to show its full potential now.

Articuno emerges from its mist and flies towards Charizard. The fire type sends a dragon breath at Articuno, but the Pokemon dodges and flies upwards. Charizard launches two more and the second connects with Articuno and flings it towards the sky. Articuno slips away from the attack and falls back toward the ground. Ash tells his Pokemon to use seismic toss while it’s injured, but Articuno regains itself and flies away before the fire type can grab it.

May and Max are shocked at how fast it recovered and Noland states that Articuno can take a lot of hits. He then orders an ice beam that hits Charizard on the back. May and Max are worried, but Charizard takes the hit and just flies towards Articuno seemingly unharmed. It launches another flamethrower, but Articuno dodges and smashes into Charizard for a wing attack. The lizard Pokemon roars and crashes into the battlefield below as Ash calls out to it.

Charizard emerges from the dust that rose when it hit and glares at the flying Articuno. Suddenly, Noland orders Articuno to use a water pulse attack. Ash is shocked that it knows this move, but the Pokemon does in fact launch the water attack. Ash tells Charizard to dodge, but the surprise that Articuno knows this move made the order come too late. The ball of water hits Charizard and sends it flying into a wall. Ash calls out to his Pokemon as his friends rush to the railing to get a better view.

Max knows that a water type attack deals a lot of damage to Charizard. Brock wonders how Articuno knows it, and Scott explains that Noland made sure his ice cold friend knew a few moves to counter its weakness. He states that as an ice type, Articuno is weak against fire types. And to counteract this, Articuno learned a water type attack. This assured that it could put up a battle with a strong fire type, and demonstrates another reason why Ash has his hands full.

May wonders if Charizard can continue and Ash begs it to get up. The Pokemon struggles, but stands up slightly. It then begins to fall again, wincing with pain as it tries to hold itself up. Ash it at a loss of what to do. Suddenly, he has a flashback to earlier that morning when he was riding Charizard. While the trainer and his Pokemon fly above the clouds, Charizard begins to glow a fiery red, indicating that it knows overheat. Ash is excited as the whole sky fills with the red light.

Back to the match, Ash wonders if he can use this new attack to his advantage. Noland orders an ice beam and Articuno launches the attack. Charizard flies low and tries to dodge, but the attack strikes its wing and freezes it. The Pokemon falls to the ground, tumbling from the high velocity that it was going when it hit. The ground behind it freezes and Articuno launches a water pulse to blow the ice apart. Shards begin to pelt Charizard.

Brock is amazed that Articuno can use a combination of ice beam and water pulse to create an entirely new way to attack its opponent. Ash orders Charizard to fly up high and it rises above him, creating a heat wave as it goes by. Articuno follows it and May wonders if Charizard can handle an aerial battle. Brock then notices that a portion of Charizard’s wing is still frozen, which will make flying and maneuvering difficult. Scott explains that Articuno’s ice beam leaves effects that the opponent usually forgets, and they pay for it later. It is a strategy well played by Noland.

Articuno launches another ice beam and then uses water pulse to break it to pieces. Ash has Charizard use flamethrower, but the heat doesn’t melt the shards in time and it is struck again. Max exclaims that the combination is too hard to counter. Noland then has Articuno rise higher into the air so that It is well outside of the arena. Ash is now ready to dish out a surprise of his own. He orders an overheat and Charizard’s body begins to burn a bright red. The remaining ice on its wing melts off and the fire type flies right at a now shocked Articuno. May is surprised that it knows this attack and Max remarks that it didn’t know it in the Johto League. Brock comments that it must have learned it after while training in the valley. Scott I now very impressed with Ash’s ability to change his strategy and wonders how overheat will affect the current situation.

Noland smirks from his platform, showing little concern for this new ability. He tells Articuno to rise and it flies higher. Charizard flies alongside it and manages to pull ahead. It then launches the overheat straight at Articuno. The ice type launches another water pulse, which collides with the massive flaming streak and creates an explosion of mist and steam. Everyone waits to see what happens as Articuno is enveloped by the fog. Noland, who has since dipped his head, suddenly lifts it and orders a wing attack.

Articuno flies from the smoke and smashes its glowing wings into Charizard. Ash cries out to his Pokemon and his friends start to worry again. Ash wonders what to do now as overheat didn’t work. Noland apologizes to Ash in his mind for having to end the battle here. He tells Articuno to finish Charizard off with another wing attack. Everyone has their eyes fixed on the Pokemon as it nears Charizard with glowing wings. Suddenly, Ash orders Charizard to grab hold of Articuno. It extends its hands and grips the Pokemon’s body, stopping it in mid-flight. Ash then tells Charizard to use seismic toss. It goes into spin mode, spiraling downward as Noland watches in shock. Charizard flies straight into the ground with Articuno, causing a massive amount of dust to fill the arena.

Everyone waits with anticipation for the dust to clear. When it does, Charizard is clenching its teeth with pain on the ground. Articuno begins to rise, squawking at Charizard through an injured beak. Ash thinks it over and Sugio calls out that Charizard is unable to battle. Suddenly, Noland cuts him off saying that the match hasn’t been decided yet. Sugio peers at the field to see Articuno let out one more cry before slumping to the ground unable to battle. Charizard then begins to rise to its feet, growling with renewed energy. Sugio declares Ash the winner of the match!

Ash and his friends cheer as Charizard flies into the air, letting out a victory show of flamethrowers. Brock remarks that this was a once in a lifetime battle. Scott thinks to himself, stating that Ash is the perfect competitor in the Battle Frontier. He believes he has the potential to go far in it. Down on the battlefield, Ash thanks Charizard for putting up such a great fight. Noland does the same for Articuno, and then compliments Ash, saying that he is one of the finest trainers ever to challenge him. Ash thanks Noland, and the Battle Factory leader tells Sugio to come to him. Sugio does so, holding a box with the Knowledge Symbol inside.

Sugio shows it to Ash, stating that the Battle Frontier presents winners with symbols to show that they triumphed over a section. Noland pulls the Knowledge Symbol out and tells Ash that this particular one shows that he had a victory over the Battle Factory leader. He then hands it to Ash. Ash thanks him and then does his usual victory pose. Noland then presents Ash with a Symbol Case, saying he should put all the symbols that he wins inside of it. Ash thanks him once again.

That evening, Articuno flies off into the sunset as Noland says his goodbyes. Ash steps up to Charizard and says his goodbyes as well. The Pokemon growls happily and then launches a flamethrower at its trainer. Ash stands there charred and confused as his friends laugh. Scott then interjects, telling Ash that he should head to the Battle Arena next. Max looks it up and states that it is on the other side of Saffron City. Ash says he’ll head there for his next symbol, and Noland offers him some encouraging words.

Charizard then takes its turn to leave as Ash waves goodbye. With the Knowledge Symbol won, Ash and his friends set off for the next Battle Facility.

Thanks to GoldenNoctowl for writing this for us