The episode begins the group walking through a valley while Ash looks happily at his first Frontier Symbol that he won by defeating the Battle Factory Brain Noland as they head to the Battle Arena. As Ash talks on about his new prize, a May and Max follow on behind him with Brock happily listening to his freind's speech. Max asks if they could perhaps stop for a Ash, but Ash is eager to get to his next Facility and says that they should hurry onto the Battle Arena.

However, even Ash cannot keep up such a fast pace for too long, and they eventually stop to rest with Ash sitting pathetically on the floor, tired out. Most of the group's Pokemon have also been called out for the rest. Ash asks if he could have some water, but May tips the water bottle upside down, saying that they don't have any left. Brock, ever the quick thinker, suggests that they go should go get some, and tells Max feed the Pokemon while they search for some water and set up a mini-camp. As it can sense such things, Mudkip is sent out to search for any nearby water and sure enough it finds a cool stream for the group to drink and wash out of. While they are doing this, Max is feeding the Pokemon as told. After preparing their food, he goes off to rest behind a nearby rock as Pikachu tries to hold back the other Pokemon while they try to sort out who eats what. However, after turning around, Pikachu sees that Munchlax has already decided who will be eating what and has eaten all the food meant for the other Pokemon. Upset at the lack of food, Squirtle starts to cry and Pikachu tries desperatelyto get the baby Pokemon to calm down. However, while Squirtle is upset, Corphish is very angry and starts to shout at Munchlax who proceeds to fall asleep while the lobster Pokemon rants. Corphish is not impressed at Munchlax's ignorance and proceeds to fire its Bubblebeam at Munchlax, but misses and hits the crying Squirtle instead. The attack seems to snap Squirtle out of its crying however, as the baby Pokemon angrily attacks Corphish with its Bubble. Corphish defends against the attack with Harden as Pikachu tries to wake a sleeping Max up. Corphish then angrily leaps up, and fires another Bubblebeam at Squirtle who does the same at Corphish but with Bubblebeam. Both attacks miss and hit the rocks littered around where they are, and the other Pokemon run away in fear of being hit by the attacks. The conflict eventually results in several small dust explosions, and when the dust clears, several very angry Geodude who got caught in the attacks emerge. The Geodude surround the group, and growl angrily.

Coming to the rescue however is Phanpy who uses its Rollout attack. This only causes the Rock Pokemon to become even more angry however, as they also use their Rollout to chase them around. The commotion causes Max to wake up, as he wonders what is going on. Munchlax however is still sleeping, and gets hit by an attacking Geodude and sent flying over a nearby cliff. Just as Pikachu is able to wake up a knocked out Corphish (Who got hit by one of the Geodude.) another pack of them appear and chase them out of their territory. Just as this happens, Max runs out from behind his rock calling the Pokemon's names. Swellow, Forretress, Combusken and Grovyle appear from behind a nearby rock after hiding from the commotion and Max asks where the others are, as Pikachu, Corphish, Munchlax, Phanpy and Squirtle are currently missing. At this moment, Ash, May and Brock appear with Mudkip, and Max explains that while he was asleep, half of the Pokemon went missing. Brock then suggests that they use Mudkip to find the missing Pokemon, and Ash agrees, reading to go looking for his lost friends.

Far off, deep into the valley, a group of Geodude, Graveler and Golem gather around an Onix. Suddenly, a group of Geodude burst from the ground and appear to be explaining what just happened with the group's Pokemon. Watching all of this is Team Rocket, who are hiding behind a rock. James wonders what they are doing, and Meowth explains that the Onix is their leader. Jessie asks what they are talking about, and Meowth listens in and explains that the Geodude had a run in with Ash and co.'s Pokemon. Jessie then gets an idea: They can use the Rock Pokemon's grudge against Pikachu and the rest to their advantage, and James happily says that they can use them to get Pikachu for themselves. As they happily talk about promotion, Wobbuffet pops out of its Pokeball and alerts the Onix to their presence. Thinking fast, the three villains emerge from their hiding place and instantly start buttering up the Onix, explaining that Pikachu and the rest of their enemies too and that they can help them get revenge. They also make up various lies about Ash to convince Onix that Ash is a bad guy. It appears to work, as Onix imagines Ash with a beard laughing evillyin his head. Onix becomes enraged at Team Rocket's lies, and roars while it and his underlings go to take care of Ash and the rest of the group.

Back with Ash, May and Max, we find them and Mudkip walking along while Mudkip attempts to search out the rest of their Pokemon. Max wonders where the Geodude could have chased them off to, and Ash tells him not to worry: They'll find them eventually. However, close by, Pikachu and Corphish walk along tired and lost. They aren't the only ones separatecfrom their trainers however, as Phanpy discovers Squirtle inside a flower field admiring the flowers. Phanpy tries to get Squirtle to go along with it, but Squirtle refuses and is distracted by another huge flower. However, a Beedrill emerges from the giant flower and scares Squirtle, but Phanpy jumps in and uses Hidden Power to defeat the pesky Pokemon. However, that's not the last of them as a whole swarm appears to back up their fallen comrade. Squirtle jumps on Phanpy's back and they run away.

We then find Pikachu and Corphish still lost, trying to find their way back to Ash and the others. They are stopped however by Squirtle and Phanpy, who are running away from the swarm of Beedrill. The two Pokemon wave at their running comrades, but are shocked when Phanpy and Squirtle simply run straight past them... until they see the Beedrill themselves. Not one to run away however, Corphish uses its Bubblebeam and Pikachu uses Thunderbolt to attack the swarm and send them packing.

Back at the group's camp, Brock is worrying if Ash was able to find the lost Pokemon when all of a sudden and surroundhim. Before he can respond, a cage falls on him from above and Jessie walks up, gloating.

Back with the Pokemon, they are walking along through the forest when they come across a series of apple cores falling from a nearby tree. Looking upwards, they see Munchlax chowing down on the apples from the tree. Pikachu calls over to Munchlax, who waves back to them. Suddenly, a small tremor causes Munchlax to fall out of the tree and smashing into the ground. This isn't a natural shake however, as a group of Golem's and their unevolved forums burst out of the ground. Not wanting to get into another fight, the group run off and the Rock Pokemon follow using their Rollout. As they run away, they eventually find a river with a log floating in it, and Corphish forms a plan and tells Pikachu. The group reach the river and jump into the log while Corphish lands in the water and pushes the log away from the Golem who cannot go in the water due to their type. The Pokemon ride happily away, waving at their foes while making their escape. However, the ride doesn't last long however, as they smash straight into a rock which causes the log to fling them straight into the water.

The Pokemon eventually manage to make it to land however, and rest nearby the flowing water. They don't rest for long though, as a Graveler and his comrades have found them. Much like Brock a cage falls on the group trapping them. James then appears, laughing at the poor for their foolishness. James walks over smugly, and Pikachu tries to Thunderbolt him, and Corphish tries to use Bubblebeam. The cage is a strong one however, and the attacks simply rebound back into it, causing a small explosion which knocks all the Pokemon out. James smirks, and commands the Rock Pokemon to carry them back to Onix's lair.

Back in said lair, Brock and the captured Pokemon sit within their seperate cages as Onix ponders what to do with them. This gives Ash, Max and May some more time however, as they are not too far off from where the Onix is, having uses Mudkip to locate them. Seeing that the only way to reach them is by going up, Ash scales the cliff and eventually reaches where his friends are being held. He is shocked to find his friends in cages, and wonders what is going on. Down below however, Meowth has captured May and Max in another cage as Ash looks down, horrified. The cage is brought before Onix, and Brock explains the situation to May and Max: That the Rock Pokemon have been working with Team Rocket for some reason. Hearing their names, Team Rocket walk in laughing. They then proceed to recite their motto as usual. Meowth mocks the captured Pikachu, who sparks up its electricity. James then taunts them, saying that they're all going to be given to their boss as a present. However, Ash then comes running in, causing everybody to freeze. Ash desperatelyexplains to Onix that Team Rocket have tricked them, and that they are the real villains. Meowth angrily tells Onix that Ash is lying: Ash is clearly the villain as they have described. Ash tells Onix that he is really telling the truth, and Onix falls silent, thinking over the situation. Onix talks to Ash, which Meowth translates... Onix challenges Ash to a battle. If Ash wins, he will set his friends go. This shocks Team Rocket, as their plan could be ruined if Ash wins. Ash agrees to Onix's challenge and sends out Grovyle.

From their cage, May happily comments that since Grovyle is a Grass type, it has an advantage over Onix, a Rock type. Onix starts off the battle by using Iron Tail, swinging its tail straight at Grovyle. Ash tells Grovyle to dodge and attack using Quick Attack. Grovyle does so, but the attack does more damage to Grovyle than it does to Onix, and Onix uses Headbutt to smash Grovyle into a nearby wall. Not one to give up however, Ash tells Grovyle to use Bullet Seed. Grovyle does so, leaping above Onix and sending a vicious Bullet Seed raining down on the Rock Pokemon. Onix then tries to use Bind to constrict Grovyle, but the speedy Pokemon manages to dodge and run up Onix's body and giving it a chance to use its Bullet Seed again. With Onix knocked back and recovering from the last attack, Ash sees his chance and tells Grovyle to use Leaf Blade to finish the battle. Grovyle does so, and Onix is defeated. Not happy with this result is Team Rocket, who instantly begin to plan on how to get out of the situation and steal Pikachu at the same time. They run off, leaving Ash to face down Onix. They don't take long to appear again however as they burst from the mountain in a huge robot holding up a boulder. They mock the group, saying that they are going to take all of the Pokemon including Pikachu, and throw the boulder at Onix. Not wanting to let Onix get hurt, Ash tells Grovyle to use Leaf Blade.

Grovyle does so, slicing the rock and protecting Onix. Ash asks Onix if it is alright, and Onix nods quietly, shocked that Ash would help it despite all that it has done. However, Onix makes a fast decision and calls for his Pokemon subjects to break May. Max and Brock out of their cages. The Geodude, Graveler and Golem all line up against Team Rocket's robot, and Max tells them that they're finished. Jessie isn't worried however, as they know the Rock's Pokemon weakness... prompting Meowth to activate the robot's special attack. Two cannons appear, and spray water at the Pokemon and knocking them out. Now that Onix's army is out of the way, Meowth presses a button and the robot's arms shoot out, grabbing Pikachu and Onix's Tail. Having what they came for, Jessie pulls back two levers and a Chimecho balloon pops out of the robot and they begin to float away. Inside the robot, Meowth is celebrating, but Jessie and James don't seem so sure as Onix is resisting and they don't seem to be going anywhere. The rest of Onix's Pokemon have grabbed onto their master and are preventing Onix from being flown away.

Having been freed, Brock orders Mudkip to use Water Gun and Ash orders Corphish to use Bubblebeam. The beam attack hits the robot's arm and Pikachu is freed as it falls off. May then joins in and orders Squirtle to use Bubble on the other arm, freeing Onix's tail. Seeing his chance, Ash tells Pikachu to use Thunderbolt on Team Rocket, and Onix uses Iron Tail sending them blasting off again.

As an apology, Onix allows the group to rid on it through the valley. The episode ends with them on the back of Onix, heading on their way to their next adventure.

Thanks to Alfonso for writing this for us