Ash runs over to a cliff and sees Petalburg City up ahead. However, May lags behind, and as they settle down in a park, Ash begins talking about how he wants to get the Badge from the Gym Leader. May on the other hand is not so thrilled about this, so she goes off without Ash, saying she will meet up with him as soon as she can. Ash doesn't mind, however, and tells Pikachu that they are going to the Gym for his battle.
Ash soon reaches the Gym, steps inside, and reaches the main arena. He tries introducing himself to present a challenge, but there is initially no response. Ash tries again, just as a young boy carrying books walks into the arena. The boy recognizes Ash and asks him if he was in the Silver Conference. Ash confirms this and says he got all the way to last round. The boy tries to remember Ash's name and guesses it is Alf. After Ash corrects him, the boy claims he is the Gym Leader. Ash doubts it, but immediately asks if he could challenge him and the boy accepts.
As both of them get ready for their battle, the boy says that they will each use three Pokémon, though Ash only has Pikachu to fight for him. At that moment, May peers through a window and returns with two other people, her parents. May asks the boy, who turns out to be her little brother Max, what he is doing acting like the Gym Leader. It is revealed that Max is too young to be a Trainer, and Max and May's father, Norman, is the real Gym Leader. A surprised Ash tries to ask for a challenge, but May pulls him over, saying that it was almost lunchtime and she is hungry. May's mother Caroline doesn't mind the extra company, so Ash decides to stay over.
Max asks to see which starter Pokémon May chose, and she sends out Torchic. Max is disappointed that May picked Torchic, and states that he would have picked Treecko, which causes Torchic to start pecking him, much to Ash's amusement. Unbeknownst to everyone, Team Rocket has been spying on them through a window. The villainous trio plan their next move to see if they can snag Ash's Pikachu, and maybe the Gym Leader's Pokémon.
During the meal, Ash asks about the rules Norman uses for his matches; Max makes a comment that it was the same rules as he stated before, a three-on-three match. When Ash is dismayed by this, Caroline tells him that he can have his Pokémon sent to the Pokémon Center. However, Ash tells the family he wants to start fresh and only use Pokémon he catches in Hoenn. He decides that he will come back to the Gym when he has caught more Pokémon. Norman tells Ash that he is willing to make an exception, though the match will be unofficial, but Ash doesn't mind. Just after lunch, everyone goes back to the arena for the battle.
As the battle starts, Ash uses Pikachu and Norman sends out Vigoroth. Ash looks it up on his Pokédex to see how to handle the Pokémon. When the Pokédex tells him that Vigoroth is both powerful and quick, Ash feels he has an advantage since he emphasizes on speed. The first strike is a Thunderbolt from Pikachu, but with the quick reflexes of Vigoroth, it easily jumps away. Vigoroth soon runs to Pikachu at high speed and slashes Pikachu. As a result, Ash switches from Electric moves to physical moves, and Pikachu starts using Quick Attack. Even so, Pikachu's speed is still no match for Vigoroth; Pikachu ends up being tossed around, and is eventually defeated.
Suddenly, Team Rocket blows a hole in one of the Gym's walls. Unaware of the threat, Caroline thanks Team Rocket for assisting May on her journey so far, thinking they are friends. Team Rocket scoffs at the idea and launches into their motto. Jessie then sends out Arbok and James uses Weezing to attack the group. Weezing uses Smokescreen, as Arbok use Headbutt on Pikachu. Vigoroth decides to help, but when it cannot see through the Smokescreen, Max suggests that May should use her Pokémon. Nervous, she calls out her Torchic, but as she pauses to think, Arbok takes the time to attack Torchic. As Jessie gets ready to steal Vigoroth and Pikachu, Ash has Pikachu use Thunderbolt on them, but it hits Max by accident. As Ash checks to see if he is okay, Team Rocket escapes in the Smokescreen. Once the dust settles, May realizes she has lost her Torchic.
In their balloon, Team Rocket takes a look at their prize, but are surprised to see a confused Torchic. Torchic then pecks every one of them angrily, but Team Rocket manages to get it under control. Then, they form a plan to use Torchic as bait to get Pikachu. Meanwhile, everyone decides to split up to cover more ground in their search for Torchic. Ash eventually finds Team Rocket's balloon in a field and sees Torchic trapped in a cage. The others soon meet up with him, and May and Max run towards Torchic. Ash tries to call them back, but it is too late as the two fall into a hole. Norman and Caroline run after them; Ash tries to stop them as well, but they fall into another pitfall trap. Ash helps May and Max out first, while Norman and Caroline make it out on their own.
Just then, Team Rocket appears and try to distract them with a fight. As the battle rages on, Max sneaks passed and gets to Torchic's cage, freeing it. Torchic returns to May, who tries to use its attacks at Max's suggestion. Meanwhile, Arbok wraps itself around Vigoroth, so Ash has Pikachu help it by using Quick Attack on Arbok. Then, May tries to use Torchic's "Amber" attack, but Max corrects her, saying she meant "Ember". When May commands it again, Torchic attacks Max by mistake. This time, she tells it to use Peck, but again it attacks Max. Meanwhile, Arbok Headbutts Pikachu and Vigoroth tackles them both into the balloon. Then, Pikachu finishes it off with Thunderbolt, sending Team Rocket blasting off.
Later, back in front of Norman's Gym, as May and Ash are about to resume their journey, Max insists that he is traveling with them. Norman notes that Max will be a good help thanks to his wide knowledge, while Caroline says it will be a lot less trouble for her. Despite May's clear irritation, Norman asks Ash, who quickly agrees to the idea. As a gift, Norman gives Ash and May a Badge case each and Max receives a PokéNav. Max messes around with the PokéNav, explaining what it does. With his new toy in hand, Max begins to rush ahead as Norman directs Ash to challenge the closest Gym in Rustboro City.