The episode begins with a very worried Ash, May, Max and Brock crowding around a very looking Munchlax within the shade of a tree. Munchlax's breathing is irregular, and Ash wonders what's wrong with the Pokemon. Max tries to feed Munchlax some Pokemon food, as the sight of a delicious snack would usually get the Pokemon's attention. Munchlax looks wearily on at the food and refuses. Ash says that they'll have to get Munchlax some help, and Brock suggests trying to get to a Pokemon centre... but Max, checking on his Pokedex, tells them that there isn't one in the surroundingarea. May becomes worried at this, and wonders what they could do, as they need to help Munchlax soon. Just then, an old woman walks up and asks the group what's the problem. May explains that her Munchlax is sick, and the old woman runs over to the Pokemon, checking it over and feeling its head. Seeing how hot is it, the old woman says that she might be able to help. At which point, an old man walks up and asks the old woman, who appear to be his wife, what's wrong. The old woman explains, and the old man says that indeed, they can help. On the man's shoulder is a Mime Jr, who imitates the old man's hand actions as he talks. The group are amazed at the Mime Jr, as it's so cute, and Ash checks it on his Pokedex. May proclaims how cute it is, but then remembers her sick Munchlax. At this, the old woman says that they should hurry to their house.

Elsewhere, Team Rocket are having some problems of their own. James' Chimecho has also fallen sick, and is resting on a pile of leaves as James looks on, worried that his beloved Pokemon is in pain. James asks Meowth where the nearest Pokemon Centre is, but Meowth cannot see one on the map for miles. Jessie tries to say something, and Wobbuffet pops out of its Pokeball, which causes James to snap, pick up Chimecho and run to a nearby cliff edge to look for a Pokemon Centre. Looking around, he cannot see anything for miles... apart from a lone mansion. Staring at the castle for what seems like an age, James realises that he knows the place. After a lot of running, James finally reaches the castle and approaches the front entrance with Jessie and Meowth running behind him, telling him to slow down. James then shouts out for the two old people... and Jessie looks on in surprise wondering what he means. The two old people walk out, and recognise their old young master James. James runs happily over to them, andpleads with them to help his Chimecho, as it's sick.

The old woman takes Chimecho out of his arms and cradles the Pokemon in her arms, as the old man looks over to Jessie and Meowth and asks who they are... they then 'realise' who Jessie is and congratulate James on his marriage, which causes James to have a image of Jessie laughing on a coach as he cleans their home and scream that it's his worst nightmare! Jessie wonders what he means, and James quickly adds that she is his manager. The two gasp in shock, but James drags them off into a corner. He explains that when he was a kid, he was always made to work hard, to learn manners and such, always by tutors and never allowed to have any fun. But he could have fun whenever he was allowed to visit the elderly couple, as they let him have fun, eat with his fingers, and play with Pokemon. They also showed him how to take care of Pokemon... which means that if they ever found out he was part of Team Rocket, an organisation dedicated to stealing Pokemon for profit, their hearts would be broken. The old woman then approaches them, and Jessie and Meowth jump out and introduce themselves happily, willing to go along with James.

They lead the group into a room, and place Chimecho on a small bed for it to rest. James watches over his sick Pokemon, and the old man's Mime Jr runs over to them which causes Jessie to gush over how cute it is. After a brief talk about James' parents, Ash and the rest of the group walk in. They step back in horror however, at the sight of Team Rocket. James returns the shock, but runs over to Ash and co. greeting them happily and leading them outside for them to talk. Ash asks angrily what Team Rocket is doing, and James tries to shush him. Brock accuses James of trying to rip off the poor old couple, and James tries to shush him too. Just as they're about to give the game away, James screams at them to stop, and squats down on the ground, and begins to whisper to them. James explains the situation, and the group look at him in shock. James then asks what they are doing here, and May explains that her Munchlax is also sick. The old woman and man then open to door to see what's going on, and James smiles atthem nervously. Max is about to let slip, but James covers his mouth and explains that they are his friends.

Back in the care room, Munchlax also lays sleeping on another bed next to Chimecho, and May thanks them. The old woman then asks where Jessie and Meowth are, and James gulps nervously, and then runs off with Mime Jr to look for them. Looking over the whole mansion, they can't find Jessie and Meowth until James checks the kitchen, where they're chowing down on some of the old couple's food. James screams at them, and tells the two to stop eating right now before they're caught. The old couple and Ash and co. then enter the kitchen having heard the commotion, and James waves his hands in the air and tries to cover up the fact that his two friends are raiding the larder. The old woman then suggests that they go to their Pokemon House, and the group follows.

Inside the Pokemon House, which is a huge greenhouse dedicated to replicating the living environments of several Pokemon they are taking care of, the group look on amazed at all the happy Pokemon. Especially Jessie, who spots an Oddish running past. She and Meowth then follow the Oddish, and gang up on the poor Pokemon, ready to nab it for themselves. The Oddish then screams, and James runs into the brush knowing that his two friends are probably up to no good. Jessie and Meowth then walk out of the brush, and Jessie smiles nervously, greeting James and acting like nothing is wrong... until James spots Oddish's leaves popping out of the back of her shirt. Jessie looks behind her, and laughs, saying that there's nothing there. James wonders how she could do such a thing, and Jessie pulls the Grass type Pokemon out, and says that it must have found its way there by itself. James then grabs Oddish from Jessie, and lets it go.

Later that night, James sits silently over Chimecho watching the sick Pokemon sleep. Mime Jr then walks in, but just as it is about to run over to its new friend in James, May enters to see her Munchlax which appears to be sleeping happily. James says that Munchlax will be okay, and May asks how Chimecho is doing... it's getting better, but it's still very weak, James explains. He then says that he's sure her Munchlax will pull through, and May thanks him and tells her Munchlax to do its best. When May leaves, Manane runs over, greeting James. Elsewhere however, everything is not so peaceful as Jessie and Meowth slink through the mansion, looking for Pokemon to steal. They finally find the care room where James is sleeping. Meowth carefully grabs the sleeping Manane, and Jessie shoves Munchlax in a bag. The two then run off to find more Pokemon.

Back in Ash and co.'s room, Ash sleeps peacefully until a light from the Pokemon House wakes him. Looking out of the window, he sees a small light floating around inside the Pokemon House. The light is Jessie and Meowth's torch, as they explore picking up random Pokemon to steal as they go. James then wakes up himself, and wonders where Mime Jr and Munchlax have gone. Looking out of the window himself, he sees the same light that Ash did and sadly realises what it is.

In the Pokemon House itself, Jessie and Meowth march happily along having found a decent amount of Pokemon to steal. Just then however, Ash and co. barge in and demand for them to stop and Jessie and Meowth start to recite their motto. They are then joined by James, who stops the motto short and demands to know what Jessie and Meowth are doing. Jessie tells him that they were taking the Pokemon for their benefit, and James tries to grab the bag from Jessie and the three Team Rocket members struggle. The force of the struggle causes the bag to split open however, and the Pokemon emerge, Munchlax running over to May and Mime Jr to James. James then says that he'll help get the Pokemon back, but Jessie ignores him and she and Meowth proclaim that they'll still be taking the Pokemon and Jessie sends out Seviper. Ash responds by sending out Phanpy. Jessie orders Seviper to use Poison Tail, and Ash calls for a Rollout.

Seviper slashes its tail at Phanpy, but the agile Pokemon jumps over the attack and smashes straght into Seviper with Rollout. Seviper is knocked back, and James sends out Cacnea who instantly faces Ash and co. ready to fight. James tells his Pokemon that they aren't the ones that it's fighting today, and orders Cacnea to attack Seviper instead. Jessie and Meowth scream at James, and Meowth tells James that he should be attacking the twerps! James doesn't want to listen however, and orders Cacnea to use Sandstorm which envelopes Jessie, Meowth and Seviper. Jessie isn't giving up however, and tells Seviper to use Bite. Seviper rips out of the Sandstorm and heads straight toward Cacnea but is stopped and sent flying back by Cacnea's Needle Arm. James then tells Ash that it's time to finish them off, and Ash agrees and orders Phanpy to use Hidden Power while James tells Cacnea to use Pin Missile. The force of the attacks send Jessie, Meowth and Seviper blasting off into the horizon.

The old couple then appear, and ask what's going on. James tries to explain, but Ash and co. step in and say that they were just playing with the Pokemon and having some fun. The old woman then asks where James' manager is, and Jessie and Meowth crash land right next to them.

The next day, May thanks the old couple for taking care of her Munchlax, and the couple say that it was no problem... with the old woman adding her good luck to Ash's Battle Arena challenge. Ash says that he will, and the group depart waving goodbye to the couple. On the castle roof however, two others aren't as happy as Ash and co... Jessie and Meowth, who are annoyed that James ruined their chance at stealing Pokemon.

Back in the care room, Chimecho wakes up and smiles happily, but weakily, at it's master. James calls out Chimecho's name, happy that his Pokemon has awakened. The old couple then enter the room, and explain to James that while Chimecho is recovering, it cannot return to James just yet... it has a long way to go before it's fully recovered. James says that he sees, and foldly remembers his good times with Chimecho; from the first time they met, to Chimecho using Scary Face on Jessie and the various mottos. Thinking back to all the good times and knowing that he'll have to leave Chimecho behind, James holds back his tears and grits his teeth. Chimecho calls over to James, and nods, letting its master know that it'll be okay and that James should go on. The sadness is too much for James to take, and he sheds tears looking at how weak, but how strong his Pokemon is. He then wipes his tears, and asks the old couple, his old friends, and the people who made his childhood fun, to look after his Pokemon. They say hat they would be happy to take care of Chimecho, and James rummages through his pocket looking for Chimecho's Pokeball. An empty one falls out however, and Manane runs over to it and jumps in, wanting to go along with James. James wonders what just happened, and the old man explains that Mime Jr wants to go along with James.

James, along with Jessie and Meowth, then fly off in their balloon, James having said his goodbyes. The old couple look on happily at their old young master, and it seems that they knew James was part of Team Rocket all along, but it didn't matter to them.

The episode ends with James waving to Chimecho from the balloon, happy that his Pokemon is in good hands.

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