The episode begins with everyone having their lunch and, as usual, Brock's food is great. Corphish steals Torchic's food, which of course ignites a fight. Pikachu, as usual, tries to stop it and everyone gets shocked by Pikachu. That doesn't stop the fighting, though. Meanwhile, Team Rocket are starving as usual. Meowth remembers to the second the last time that they had real food. Wobbuffet "finds" some fruit from somewhere, which in turn leads to an argument. However, it does not turn into a fight because Team Rocket then realize Wobbuffet got the fruit from a group of weak Shroomish. Team Rocket then fight the Pokémon off-screen for the fruit. Finally, the Pokémon belonging to Ash and company stop their fighting and are summarily told off by their Trainers.
Team Rocket eat the apples they've stolen while the Shroomish have become angry and evolve into Breloom. While fleeing, Team Rocket run straight into Ash and company. They launch into their now-familiar motto, stop briefly to steal more food, and then resume the motto from where they left off earlier. However, the angry Breloom have followed them and proceed to use Mach Punch on everyone.
Everyone blasts off! May and Mudkip land together on a tree branch hanging above a large, deep ravine. Torchic, crying, lands with Corphish and follows the Pokémon as it leads them away. Ash and Brock land together somewhere in a forest with Pikachu and Swellow. The two Pokémon are then instructed to search for the others, but only seconds later, Ash and Brock are again attacked by the Breloom. Ash wants to fight but Brock doesn't, and they both flee.
Meowth and Max land together and quickly meet up with Torchic and Corphish. Meanwhile, May and Mudkip run into Team Rocket (after using Mudkip's radar). Team Rocket run right off the cliff and land onto an overhanging tree branch. Jessie and James hug each other desperately. However, Torchic is still sad and appears to be hungry.
Ash still wants to fight the Pokémon but Brock drags him off. While running, the two friends end up rolling down a hill. Pikachu and Swellow later meet up with Meowth and Max, who have been cornered by the Breloom against a rock face. Pikachu bravely joins the fight while Swellow searches for Ash. Ash and Brock fall on top of Team Rocket, and all plunge into the gorge below. They are saved by a Rapid Spin attack from Forretress. Swellow reports back.
Meanwhile, Pikachu and Corphish are fighting a losing battle to protect everyone else. Corphish then stands in the way to protect Torchic and is getting beaten up by the four Breloom. Corphish is almost knocked out, but is saved by the sudden arrival of May and Mudkip. Another surprise attack almost does him in, but Torchic (who up until now had been cowering) gets in the way and appears angry. Torchic then evolves into Combusken!
Everyone's on the scene now and Combusken battles the Breloom. After using an initially useless Fire attack (which was fended off with a Mega Punch attack), Breloom challenges Combusken to hand-to-hand combat. Combusken obliges, and a vicious fight ensues. Both Pokémon are hit numerous times in the face by punches and kicks, and in the end a cross-counter knocks out both Pokémon. Team Rocket, while complimenting the fighting Pokémon, inadvertently say something to annoy both Breloom and Combusken, and are subsequently blasted off by their combined attacks. By now, as Meowth translates, Combusken and Breloom have a grudging respect for each other.
The episode ends with Brock making more food to satisfy everyone's appetite. Again, Corphish tries to steal some food but is frightened off by the stronger Combusken.