The episode begins with Ash squaring off against Paul, who has just won his Coal Badge from Roark. Having had to sit and watch Paul's own battle, Ash is angered that Paul isn't willing to stick around and watch him take on Roark himself. Paul smirks, asking Ash if he really wants him to watch that much which angers Ash even more. Dawn and Pikachu slides in between them, telling both of them that enough is enough and to stop arguing. Turning to Paul, Dawn suggests that since he's already battled Ash once before, he might as well stay and watch. Paul, bemused, forgets Dawn and asks her who she is. Dawn snaps, telling Paul that they've met before, but Paul just stares at her, telling her he still doesn't remember her. Brock, sensing Dawn's growing anger and the fact she might cause a scene, runs in and pulls her back punching and kicking at a cool and collected Paul. Roark tells Paul that he is welcome to stay and watch if he wants, and Paul shrugs and says that he might as well. Satisfied, Ash turns to Roark nd says he's ready when he is. However, having just battled Paul, Roark isn't up for battling right now and needs time for himself and his Pokemon to rest and says they'll have to battle tomorrow.

Elsewhere, at the Oreburg Coal Museum, we find Team Rocket reciting a special science themed Team Rocket motto while wearing lab coats- along with Meowth, complete with lab coat, thick glasses and a moustache. Jessie, excited, proclaims that there is sure to be lots of rare things they can steal here, and Meowth suggests they do some research on the museum before getting started. Not long after, they stumble across a massive piece of coal that James says could fuel Giovanni's house for a long time. At this, a pleasant voiced scientist walks over to them, telling them that the coal in question was mined by both humans and Pokemon. James asks if they've met before, and the man introduces himself as Kenzo. They might not know him, but he knows them- the famous Pokemon researchers he's read so much about. Team Rocket play along, and Kenzo says that he's willing to show them around, and asks what part of the museum they want to see first. Kenzo explains the role of the research team, and how they've developed a achine that can restore fossilized Pokemon back to life. Kenzo then takes them to see a large garden area where the fossil Pokemon are kept.

Back with Ash, we find him at the Pokemon centre with his Pokemon trying to decide which 3 to use in his battle with Roark. All of his Pokemon want to battle however, which Ash tries to explain to his excited group. After pondering all of his Pokemon attacks, Ash decides to use Pikachu, Aipom and Turtwig much to Staravia's surprise and dismay. Drama queen Staravia retreats to a corner, rejected as Ash tries to comfort it telling it that he'll use it in his next Gym Challenge. Brock reminds Ash that for the battle, Paul used speed type attacks to overcome Roark's slow Rock Pokemon. Overhearing their conversation, Paul walks over to them suggesting Ash might as well just copy him. The two argue as usual about their differences in training, after Ash finds out Paul traded away his Azumarril, and Paul walks off, confident that he'd won the argument. Later that night, we find Team Rocket plotting how to steal the Coal Museum's Fossil Restoration Machine, which James complains could have been smaller. Using the mchine, they could make millions, especially as Jessie points out, they already have a large collection of fossils they can steal as well to bring back to life.

The next day, Ash has already made it to Roark's Gym along with Dawn, Brock and Paul. Ash and Roark stand off against each other, with both trainer's Pokemon had a good night's rest. The referee of the battle announces the rules, which are the usual Gym Battle ones- Only the challenger can switch Pokemon, and each trainer can use 3 Pokemon each. Roark starts the battle off by sending out Cranidos, which shocks Dawn as she thought he would save that Pokemon until last. Ash isn't bothered however, all his Pokemon are Rock types anyway. Ash sends out Aipom to go against Roark, while observing that while it may be a Rock type, he's going to have to get around Cranidos' speed. Ash tells Aipom to jump into the air and use Focus Punch. Aipom does so, jumping up, spinning while focusing it's tail into a Focus Punch. Roark tells Cranidos to use Headbutt, and Cranidos charges underneath Aipom before jumping up and smashing into Aipom who is too busy focusing it's tail to dodge the attack. Back on the ground, Roark tels Cranidos to use Flamethrower, and Ash counters by telling Aipom to use Double Team to dodge. The flames burn through the illusions, all but the right one, who launches a Swift attack at Cranidos who in turn dodges it while sliding back. Aipom lands, and Ash tells it to use a Focus Punch quickly before it can recover properly. Roark thinking the same thing, tells Cranidos to focus and use Zen Headbutt. Cranidos' head starts to glow as it charges towards Aipom, who smashes its tail into Cranidos' head causing a massive explosion as the two powerful attacks collide.

Cranidos gains the upper hand, or rather head, and sends Aipom flying back and out for the count. Ash thanks Aipom for putting up a good fight, as Paul smirks. Ash then sends out Pikachu, which grabs Paul's attention and causes him to watch the battle again. Ash tells Pikachu to use Thunderbolt, and Roark responds by telling Cranidos to dodge and use Zen Headbutt. Brock is shocked that Cranidos is still able to use its Headbutt style attacks aftr Aipom's Focus Punch. Ash thinking quickly tells Pikachu to use Iron Tail, which smashes into Cranidos and sends it flying back. Roark seems happy that the battle is heating up, and congratulates Ash for his well timed attack. The two Pokemon continue to exchange blows, before Ash tells Pikachu to use Thunderbolt again. Roark tells Cranidos to stop the attack with a Zen Headbutt quickly which it does, smashing right into Pikachu's stomach. Roark tells Cranidos to follow up with a regular Headbutt, which Ash tells Pikachu to dodge but is unable to as Cranidos' speed doesn't give Pikachu a chance to get out of the way. The Headbutt drives Pikachu straight into the ground. Paul isn't impressed and decides he's seen enough of Ash's so called 'real battling' and walks off. Just as he's about to climb the steps to the entrance, Pikachu pulls itself up and unleashes a massive Thunderbolt as if to tell Paul to stay, and serve as a warning to Cranidos of the power of it's electric attacks.

The next stage of the battle begins, and Ash tells Pikachu to use Quick Attack to outspeed Cranidos. Roark reminds Ash that Normal type attacks won't do much damage against his Rock type Pokemon, and tells Cranidos to use Flamethrower. Cranidos does so, but Pikachu dodges and uses Quick Attack to fly over the flames before smashing an Iron Tail right into Cranidos' head. Cranidos slides back at the force of the attack, but is still standing to Ash's surprise. Roark compliments Ash on his attack strategies, but this battle isn't over yet. With Cranidos still ready to fight, Roark tells it to use Head Smash, which Brock explains to be the most powerful of all of Cranidos' head based moves. Ash smiles, saying that if Roark is going to use one of his most powerful attacks, so will he: He tells Pikachu to use Volt Tackle, which shocks Dawn and disgusts Paul who isn't impressed at all.

The two Pokemon collide, and both are sent flying back. Ash is again shocked that Cranidos is STILL standing after that attack. sh calls back Pikachu and sends out Turtwig, his third Pokemon of the battle. Ash starts things off with Razor Leaf, which Roark plans to burn to a crisp with Flamethrower, but Turtwig dodges on Ash's command and runs under the flames before tackling Cranidos who uses Zen Headbutt to push Turtwig back before using Flamethrower to burn it. Dawn shouts encouragement to Turtwig, and Ash tells Turtwig to jump up and use Razor Leaf. Cranidos is surprised, and the Razor Leaf attack hits home and knocks Cranidos out. Roark calls Crandios back and thanks it for putting up such a great battle. Ash is worried however, having used all three of his Pokemon to take down just one. Roark then sends out his second Pokemon, Onix. Ash, confident after just beating Cranidos, calls for a Razor Leaf attack which is swiftly dodged by Onix, who then circles around and smashes into the rock Turtwig was standing on and sending it flying. Turtwig smashes into the ground and is knocked out. Ash calls Turtwig back, and is forced to us Pikachu, his last Pokemon. Pikachu and Onix stand off against each other, before Ash tells Pikachu to use Iron Tail and Roark tells Onix to use Slam. The two tails collide and both Pokemon are forced back.

While Pikachu looks worn out, Onix is still standing proudly and Ash realizes he's going to have to level the playing field before carrying on... literally, as he tells Pikachu to use Thunderbolt on the Gym Field. Onix is shocked and sent back by the force of Thunderbolt, but Roark tells it to use Double Edge but is stopped by the flying rocks caused by Pikachu's Thunderbolt leveling the field. Seeing his chance, Ash tells Pikachu to use Quick Attack while Onix is weakened, but Roark tells Onix to use Screech which deafens Pikachu and the sheer force of the sound forces Pikachu to go flying into a rock. Pikachu manages to stand up, to Ash's delight, but the long battle has tired it out and Pikachu falls to the ground and is announced unable to battle making Roark the winner. Ash runs over to Pikachu, thaking it for the battle and telling it it did a great job. Just then, Ash notices Paul walking out of the Gym. Paul looks back at Ash over his shoulder, telling him that's he's pathetic before leaving.

With Ash's first attempt at a Gym Badge ending in failure, the episode ends with him cradling Pikachu in his arms and Roark thanking Onix for putting up a great battle.

Thanks to Alfonso for writing this for us