The episode begins with Ash, May, Max and Brock inside a Pokemon Centre, with May's Pokemon being treated for the upcoming contest. A Chansey, followed by Nurse Joy, walks up to May and presents her with her Pokemon, all healed and raring to go. Nurse Joy says that all her Pokemon are well trained and healthy. May thanks her for her care, and then turns to her Pokemon and asks them to do their best for her in her next contest and they reply happily smiling and excited at the prospect of another challenge. NurseJoy asks May if she's going to enter the nearby Contest, and May says that she is. However, then Joy comments that this'll be her last chance to get a ribbon, which shocks May... she didn't know that this Contest would be the last one held in Kanto before the Grand Festival! Nurse Joy explains this, and says that if she wants to get into the Grand Festival, today is the day to do it.

After finding out that today will be her last chance to get a ribbon and enter the Grand Festival, May becomes depressed and gulps down her orange juice sadly- The group having sat down for a drink. Brock asks what is wrong, and May explains that she needs to win this ribbon... after all, Shuu has gotten everything he needs to enter, so she needs to do the same. Ash tells her not to worry... and offers to have a battle with her to warm her up for the Contest. This perks May up, and she agrees. Just before she can get up however, Ash, Max and Brock all go quiet and look straight behind her. May asks what's wrong, and a familiar voice whispers in her ear... it's Harley! May screams in shock, and Harley smiles innocently, and calls Ash, Max and Brock 'May's boys', which Ash repeats in confusion. The group don't look happy to see him, and Max wonders what he wants this time. Harley becomes angry and their ignorance, and May tells him that today, SHE will win, and that SHE will win the ribbon. Harley doesn't loo bothered however, and says he isn't worried... at which point, Harley's Cacturne themed ribbon case falls out of his jacket, and onto the floor. May picks it up to give back to Harley, and stares in shock at the fact that he's obtained five ribbons already. One more than May, and the right amount to get into the Grand Festival. Harley says that he's only here to watch today, and snatches the case back with a catty look on his face, obviously happy that he's got one up on May again. He then says goodbye, and swaggers away causing May to look on in anger. May then orders Ash to get outside, it's time for their battle! They run outside together, and Max and Brock look on happily, pleased to see May's renewed spirit.

Outside, May and Ash battle eachother, with May using Combusken and Ash using Pikachu. Combusken uses Fire Spin, but Pikachu dodges and uses Thunderbolt. Brock and Max watch the battle, and Brock comments on how Harley has pushed May to push herself and renewed her spirits via their rivalry. Max agrees, as the battle continues. Ash smiles and says that he's having a good time, and May says that she is too.

Meanwhile, we find Jessie preparing herself for the Contest in front of James, Meowth and Wobbuffet. Jessie proclaims that she'll be a 'Top Coordinator' yet, but James looks on uncertainly holding the empty wallet... that most likely became empty buying Jessie's new outfit. Jessie tells him not to worry, and then walks over to Meowth and tells him that he'll be her Pokemon of choice. We then see Jessie's plans for Meowth, which show Lillian introducing Meowth who jumps onto a traditional looking stage wearing a traditional Japanese outfit. Meowth then tells some jokes, and the crowd laughs. Meowth isn't impressed, and Jessie shouts at him, saying he has no choice. Just at that moment, Harley slides him from behind the trees and greets them. Team Rocket are shocked to see him, and James remembers that he's that Cacturne guy from before. Harley says that he remembers them too, they're Team Rocket. Jessie isn't impressed to see him after he laughed at them the last time they met, but Harley walks over to Jessi and grasps her hand and says that he wants them to be his partners. Jessie blushes, and asks if he means it. Harley says that he does... and he has an idea. For the Contest, he'll let her use his Pokemon. Team Rocket are shocked, and Harley says that there's nothing to worry about, and shows them his five ribbons. The sight of all those ribbons causes Team Rocket to fall down to their knees in worship, and proclaim Harley to be their 'master'. Jessie asks why he'd let her use his Pokemon, and Harley bitterly explains that he wants May out of the Contest, for she is his most hated rival. James ask why he hates her so much, and Harley looks down sadly, and explains his childhood tale... When he was a child, he used to go to a nursery, which had the most delicious lunch boxes. Harley's lunchbox even had an Octillery on them. These lunch times were Harley's most treasured moments as a child. However, one time, he was looking happily on at the Octillery themed snack left in his lunch box. At that moment however a girl looking suspiciously like May walks up behind him and steals his last bit of food. She then 'thanks' him for the food and walks off leaving Harley on the verge of crying. Outside, the younger Harley cries over his precious lost food, and vows to get his revenge.

At the end of the sad story, James remarks quietly to Meowth that something seemed a little off about his story, but Jessie is totally taken in and agrees to help Harley. Harley then calls out his pretty boys, Cacturne and Banette to greet her. Cacturne takes one look at Jessie, and liking what it sees, jumps on Jessie, hugging her tight. Harley says that it looks like she's made quite the impression already, and that his Pokemon already like her. However, he warns her that she should use them well, and that she must knock May out of the Contest at all costs.

Later that day, inside the Contest Hall, the Contest is just starting. Lillian is doing her usual act of stirring up the crowd before the Contest begins, and proclaims that this will be the last Contest before the Grand Festival, meaning it's the last chance for many Coordinators. Lillian then introduces the three judges- Mr. Contesta, the head of the Pokemon Fan Club and the local Nurse Joy. After the introductions are out of the way, Lillian presents the prize of the Contest, the ribbon! May watches all of this from the nearby rest room for coordinators, as she flashs back to Drew and Harley and how they had already gotten everything they needed. Just then, Jessie walks over to May and greets her. May smiles and holds out her hand in friendship, but Jessie, who May doesn't realise is Jessie, says that May is her rival. May then says that it'll be her that gets the ribbon, a comment that doesn't go down well with the rest of the Coordinators, who stare at May and Jessie with hatred... it's their last chanc too. May breathes deeply, and remembers that she just has to do her best. She then smiles at Jessie cutely, and laughs. Jessie looks on bemused, and laughs nervously at May.

As Lillian continues to get the crowd excited, Drew walks into the Contest Hall and leans back against the wall at the top of the hall. The appeals then begin, which include appeals from a Koffing, a Clefable, a Bagon, a Clamperl, an Altaria and... a Bellsprot, which Brock watches in confusion. Lillian then introduces the next coordinator, Jessie. Jessie greets the crowd and blows them a kiss, before sending out Cacturne. She orders it to use Needle Arm, and several spikes thrust out of Cacturne's arm. Jessie then throws a turnip at Cacturne, who proceeds to slice the turnip up into small peices, which then land on a plate to form a castle. Lillian is incredibly impressed, and the crowd cheers. Max comments that it's much better than Harley's Cacturne, while Harley claps his Pokemon from the crowd. Jessie then orders Cacturne to use Cotton Spore, and follow up with Bullet Seed. The attack hits the spores and covers the arena with sparkles.

Next up is May, who poses proudly in the Contest Hall surrounded by spotlight. Ash wishes her luck, while Harley talks via an earpeice to James and Meowth who are above the Contest Hall arena. May twirls around, and is about to send out Combusken when she slips and falls. Lillian asks if May is okay, and comments that sometimes the hall can be pretty slippy. May says that she's alright, while Harley tells James to get ready again- James is using Harley's Ariados to trip May up. May then sends out Combusken for real, and orders it to use Mega Kick. Just as Combusken is preparing to do so, it to trips and falls in mid-air and falls down to the ground. May runs over to Combusken, but trips over some of Ariados' webbing again. This doesn't go unnoticed however, as Pikachu brings it to the attention of Ash who runs off to find the source of the problem. May throws a frisbee and tells Combusken to use Sky Uppercut. However, just as her Pokemon is about to hit the fribee, it misses. At the same time, Ash discoversJames, Meowth and Ariados in the area above the arena. Ash works out what is going on, and then tells Pikachu to attack Ariados. Ariados uses its String Shot however, which traps Pikachu.

Back below, May orders Combusken to use Fire Spin, and silently hopes that this one works. Combusken does so, surronding itself in flames. Harley asks what is going on up there via his microphone, as the Fire Spin crawls up the webbing left by Ariados. The flames go up and up, leading the judges to believe that Combusken is using excellent control to keep it up. Harley realises what is going on, and screams at James to do something. James retorts and says that he's a little busy up here dealing with Ash, as Meowth orders Ariados to attack Pikachu. Ariados crawls forward, and starts to power up a Shadow Ball. Just them, the flames reach where James, Meowth and Ash are, and continue up the silk string connected to Ariados. The attack then reaches Ariados, causing it to burst into flames. James tries to put it out, as the flames scatter and burn away the webbing on Pikachu. Meowth tries to attack them, but Ash quickly counters by ordering Pikachu to use Iron Tail which sends Meowth, James and Ariados blasting ff. Ash shouts down to May that he's dealt with the problems that she had before, and May throws her frisbee and tells Combusken to use Sky Uppercut again. Combusken then bursts out of the cocoon of flames, and uses the attack which sends the frisbee right back to May. May then throws it back, telling her Pokemon to finish and use Mega Kick as Harley screams in anger from the audience. Combusken does so, and May catches the frisbee again as the crowd cheers. The judges comment, and Mr Contesta says that the appeal was amazing... Combusken had balance, speed and power. May thanks then thanks the judges who have all showered her with praise.

Back in the Coordinator rest room, May sits down, tired, and wonders what was happening with her Combusken. Jessie looks over at her and smirks, as Ash, Max and Brock walk in. Ash explains to May that Team Rocket was behind all the weird stuff happening in her appeal. Back in the Contest Hall, Lillian announces the coordinators who have entered the next round, which May is watching from a screen inside the room. She is relieved to see her face on the results, but Harley isn't impressed. The rest of the group wish her well, and Brock comments that not even Team Rocket will be able to stop her.

Soon after, we find Harley nursing Ariados who is still suffering from its Fire Spin burns. Harley screams at Team Rocket for their failure, and says that May is STILL in the Contest despite all the scheming they did. James and Meowth beg for his forgiveness, and Jessie says that she'll do her best... to which Harley storms out, muttering that she'd better.

The episode ends with Jessie vowing that no matter what, she'll become a Top Coordinator. Thanks to Alfonso for writing this for us