Back home in Pallet Town, Ash, Brock, and Pikachu are doing their morning exercises, while Misty remarks on how the TV remote is getting more exercise than the three. Just then, however, a special delivery arrives at the Ketchum residence, with four invitations to the Hollywood premiere of Pokémon in Love, the film that they had helped produce last episode. Although Ash is reluctant to abandon another day of training in order to go to Hollywood, he eventually relents, and leaves for Hollywood along with Misty, Brock, and Delia.
Elsewhere, while putting up a billboard for the movie, Jessie and James are thrilled about the premiere even though they were not invited, while Meowth is somewhat indifferent. Meowth then recalls his earliest memory: being alone at Camp Pokéhearst. As a young Meowth, he was always hungry, once having been hung from a tree piñata-style for tipping over a basket of baseballs, believing it was food. While tied up, he saw a movie being premiered, called That Darn Meowth!, where he learned that Hollywood had ice cream and fried chicken, and he instantly decided to go there.
Meanwhile, Ash and his friends arrive in Hollywood, but find themselves at a run-down section of town, far away from the glamorous core. Cleavon Schpielbunk, the film's producer, suddenly appears and invites everyone inside. Across the street, Team Rocket are about to enter, seeing that the street is deserted, when Meowth suddenly decides to leave, promising Jessie and James to return before the start of the movie. Meowth arrives at an old run-down snack house, and recalls his first time there: back then, the snack stand was prosperous, and when he had tried to get food, he was caught stealing by the store owner, and in the ensuing chase, he had lost his food. Having eluded the chef, he was approached by a gang of Meowth, led by a Persian, and was accepted into the gang. Through the gang, he was able to satiate his hunger (by stealing the food he needed), but found that he was still missing some love in his life.
Coming to the boarded-up remains of what was once a posh department store, Meowth recalls the first time meeting his first crush, another Meowth named Meowzie, at the window of that store. He recalls having dashed across the street to meet her (causing a major traffic pile-up in the process), only to be rebuked. Just as her owner had recalled her into her new diamond-encrusted Poké Ball, she remarked at how, as a "street Meowth", that he would never win her over, as she lived in a life of luxury. Meowth vowed at that point to try to become human in order to impress her.
Back in the present day, Meowth comes across a run-down mansion, recalling his time there. Back in the day, the mansion was home to an academy that taught students upper-class etiquette. Through spying on one of the classrooms, he had learned, albeit slowly, how to walk - the drawback being that he got caught more often whenever he tried to steal food (having only to run on two legs instead of four). Eventually, he had also managed to speak human language, again from observing the classes. The first word he had understood was "rocket". At this point, Meowth breaks into song, believing that his new talents would win Meowzie over. However, when he returned to Meowzie to show off his talents, he was quickly dismissed as a "freak" - worse than a street Meowth. Angry over her rejection, Meowth set off to be the richest "freak" she ever saw, all to win her over. His journey eventually landed him at Team Rocket, and the rest is history. As he finishes reminiscing, however, he is surrounded by his old gang, and he agrees to follow Persian, which does not go unnoticed by Jessie and James, who were about to enter the theater without him.
Persian proposes that Meowth rejoin the gang, believing that his human capability would be an asset. However, Meowth refuses, being loyal to Team Rocket. However, Persian brings forth Meowzie, to the surprise of Meowth. Over a private conversation, Meowzie reveals that not long after Meowth had left, the city was caught in a recession. Meowzie was abandoned by her owner (who was moving away), unable to afford to keep her, and was taken in by the same Meowth gang. Believing that Meowzie is too good for this place, Meowth tries to take her away, but is stopped by the rest of the gang. But before they can take any action, Jessie and James appear, and while Arbok and Weezing deal with the other Meowth, Meowth and Persian square off on the roof of a building. Although Meowth wins their brief battle, Meowzie runs over to Persian, concerned about its safety. Stunned, Meowth wonders why Meowzie would not leave with him, and Meowzie replies that she had owed Persian her gratitude for taking her in... and the fact that to her, Meowth was still a freak. Dejected, Team Rocket leaves together, with Jessie and James trying to comfort Meowth, saying that Meowth is still "their freak".
Back at the theater, the movie had ended. When Schpielbunk tries to gauge the reaction of the four, Ash complains that he did not see himself or his Pokémon in the final film (though Delia claims that she had seen a brief glimpse of Pikachu's tail). Schpielbunk simply claims that, as the movie had an all-Pokémon cast, the scenes with humans in it simply had to be cut. Misty then wonders why they had even been invited in the first place (despite her Psyduck being in a leading role), with Schpielbunk simply stating that he couldn't get any real movie stars to attend their premiere. Just then, Team Rocket appears and does their motto, and promptly leave when they are asked why they are there, singing "Looks like Team Rocket's dancing off again!".
The episode ends with Meowth on the roof of a nondescript building, staring at the full moon, still longing for Meowzie.