The episode start with Jessie and her Dustox battling another Trainer called Jeffrey and his Marowak in an unofficial Gym set-up by Team Rocket. Jessie commands a Stun Spore from Dustox, but Jeffrey has his Marowak deflect it with its Bone Club. As James and Meowth become worried by this, the Trainer follows up by commanding a Bonemerang. Jessie successful has Dustox dodge the attack, but is caught by surprise as it swings around and hits Dustox in the face. Jeffrey has his Marowak follow up with Bone Club, which scores a direct hit causing Dustox to faint.

Disheartened, James declares Jeffrey the winner and gives him a 'gym badge' for his victory. The trio laments over another loss and Meowth complains to Jessie that they have no strategy.

Later, Meowth is leaving a local store with some food for the group, when his attention is aught by a Croagunk standing by the door. Creeped out by the Pokemon, he walks away but a short way down the road he realizes that the Croagunk is following him. After trying to convince himself he is not being stalked, he begins to run back to the gym. Jessie and James are unconcerned about Meowth's fears but are interested in the new Pokemon. After James reads his Pokedex card on it, Meowth translates that it saying how boring the three of them are. James tries to alter its facial expression to make it appear friendlier, but only succeeds in irritating Croagunk, who promptly gives James a Poison Jab in the stomach. As James collapses on the floor in pain, Jessie decides to use Croagunk as her new gym partner.

Elsewhere, Ash, Brock and Dawn and continuing along their path when suddenly a Scizor jumps out of the woods right in front of them. As Dawn scans it on her Pokedex, its female trainer catches up to it telling it to slow down. On cue, Brock fails head over heels making a heart-felt declaration to her as Ash and Dawn look on out of embarrassment. As Dawn compliments her Scizor the trainer tells them she heard a gym is nearby and is wondering if this is true. As she explains that she doesn't mean the Oreburg Gym but a new one called the Powerzone Gym, Ash becomes excited at the prospect of an early gym challenge. As they decide to look for it together, the Trainer introduces herself as Minnie before dashing off, leaving Brock depressed.

As the four of them continue their search, Minnie tells the group that the Powerzone gym supposedly takes any Pokemon defeated at the gym and trains them to become stronger. Intrigued by this idea they finally stumble across the gym. Entering in time to see a battle between Jessie and another Trainer and his Sandslash. The boy had just ordered a Fury Swipes which Croagunk had easily dodges. As Ash and Dawn scan Croagunk and Sandslash on their respective Pokedexes, the Trainer commands a Sand-Attack. Jessie has Croagunk dodge before delivering a Poison Jab which causes Sandslash to faint.

James happily declares Jessie the victor under her alias, Princess Powerzone. As the boy thanks his Sandslash for his efforts, Team Rocket offer to train his defeated Pokemon, as Minnie had said before. The boy happily accepts the offer before leaving. Ash and Minnie both ask for a gym battle, to Team Rockets delight, before they notice who they are. As the three of them jump backwards to discuss what to Minnie ask if something is wrong. Jessie hastily dismisses the question before accepting Minnie's challenge first, to Ash's disappointment.

The battle begins with Jessie using Croagunk against Minnie's Scizor. James explains the rules are 1-on-1 with Ash and Brock giving Dawn extra information, as this is her first 'gym' match. Dawn asks to see to Powerzone gym badge, and Jessie and Meowth realize they gave their last one to Jeffrey. James however produces another one, which appears to be 3 bottle-caps stuck together. The gang are not impressed by the design which greatly annoys James.

As Jessie and Minnie retake their positions, the battle begins; Brock shouts heartfelt encouragement to Minnie, prompting Jessie to throw her glove at him. Jessie and Brock argue over whether Jessie is prettier than Minnie before James declares it is Jessie, knowing Minnie is unlikely to punish him for declaring her the loser. As Minnie sweatdrops, Dawn asks Ash if all gym battles are like this while Ash groans.

Finally the battle begins, and Jessie starts with Croagunk using Poison Sting. Minnie has Scizor dodge using Quick Attack as Ash and Dawn are amazed at Scizor speed. Minnie follows up by commanding Scizor to use Slash, which scores a hit. Although Croagunk withstands the attack, Minnie quickly has Scizor attack again with Metal Claw which causes Croagunk to faint.

As Minnie celebrates and asks if this means she has won a badge, James stalls allowing Croagunk to recover and continue to fight. Ash, Brock and Dawn comment on the poor ability of the referee, as Jessie commands Croagunk attack with Poison Sting, but Croagunk instead uses Brick Break, before obeying Jessie and finishes Scizor off with Poison Jab.

This time James quickly declares Jessie the winner, as the group congratulate Minnie on a valiant effort. Team Rocket again offer to train Scizor at the gym to be a better battler, which Minnie happily accepts. Ash declares it's his turn to battle, but Jessie refuses saying she is hungry and her Croagunk is too tired to battle. As the gang decide to take a lunch break, Minnie hands Scizor over to Jessie. As they leave, Team Rocket discuss the success of their plan before Jessie declares she an even better idea.

After lunch, Ash gets his chance to battle, sending Aipom out to face Croagunk. Jessie is taken aback, causing Ash to ask if something is wrong, but James and Meowth brush it off and start the match. Jessie commands a brick break, but Ash has Aipom successfully dodge before attacking with swift, which scores a hit. Ash compliments Aipom before ordering a Focus Punch, which also hits its mark. As Croagunk stumbles backwards, Jessie has Croagunk counter using Poison Jab, striking Aipom in the stomach. As Aipom struggles back to its feet, Jessie has Croagunk follow up with another Poison Jab. Brock exclaims Aipom cant take two direct hits, but Ash has Aipom use Double Team. The attack works and Croagunk is surrounded by Aipom clones and doesn't know which to attack. Ash then commands another Swift from Aipom which again scores a hit, before finishing the battle with Focus Punch.

The rest of the group congratulate Ash, as James stalls again. However this time Croagunk doesn't manage to recover and James is forced to hand the win to Ash. Ash, Pikachu and Aipom celebrate as Meowth drags Croagunk out of the arena.

Jessie calmly shrugs off the defeat and asks Ash if he is ready for the next round, surprising Ash as this is different from the rules stated earlier. As Brock and Dawn wondering whether this is really allowed, Jessie sends out Dustox. Ash attempts to send out Turtwig but Jessie stops him with another made up rule, that she gets to chose him Pokemon and selecting Pikachu. Ash complies and sends out Pikachu and James begins the match.

However, before Ash can command an attack a giant claw grabs Pikachu and hauls it away. Team Rocket laugh as the gym walls fall away and recite their motto. The gang look up to see Team rockets balloon carrying a bag containing Pikachu and several other Pokeballs. They attempt to flee in their balloon as Ash gives chase, while James notices Croagunk has been left behind as Jessie says its cheeks creep her out.

Ash sends out Starly to pop the balloon, managing to on the third attempt, causing the balloon to crash. As the Pokemon are freed, Jessie sends out Dustox, but a quick Thunderbolt from Pikachu sends Team Rocket blasting off.

Minnie reclaims her Scizor, thankful that's its alright, Brock and Dawn wonder what to do with all the other Pokeballs. Minnie says she will wait behind at the gym to return the Pokemon, as she has realized that she isn't ready for real gym battles yet. This causes Brock to make another declaration of love to her but he is stopped as he notices Croagunk sitting behind him.

As the gang wonder why its still here, Brock decides to take it along with him, pulling out a Pokeball and successfully capturing it. As Ash and Dawn congratulate him, Brock makes another heartfelt gesture to Minnie, at which Croagunk bursts out of its Pokeball and uses Poison Jab on Brock. Brock moans that he has another companion standing in the way of his heart, as the rest of the group look on, confused.

The episode ends with Ash and Dawn waving goodbye to Minnie, with Croagunk dragging Brock along but the feet.

Thanks to Celebitwo for writing this for us