Maxxed Out! (Japanese: マサトとマサト！アメタマを守れ！Masato and Masato! Protect Ametama!) is the 49th episode of the Advanced Generation series, and the 323rd episode of the Pokémon anime. It was first broadcast in Japan on October 30, 2003 and in the United States on October 30, 2004.
Ash and friends stop at a Pokémon Center where May's Skitty pops out of its Poké Ball and causes trouble. A kid that looks a lot like comes up to yell at them—and his name is also Max! The two Maxes get into a fight.
May and Max run into the other Max outside, saying hello to his Surskit. To avoid a fight, Brock suggests that everyone take out their Pokémon. Team Rocket arrives on the scene, but Skitty grabs Jessie's hair. Surskit escapes while Jessie goes berserk in another one of Team Rocket's giant contraptions, sending everyone blasting off.
While the kids are looking for Surskit, the other Max admits that he's jealous because he doesn't get to travel with his Pokémon. They find Surskit in a spring, but are attacked by Team Rocket again. The Maxes team up, and Surskit uses Water Pulse to break a rock dam, washing Team Rocket away.
Jessie emerges from the water to grab Surskit, but is hit hard by Skitty. Then a double-attack from Surskit and Pikachu sends the crooks blasting off for good.
The other Max decides to go traveling with his Surskit, and both Maxes shake hands, now good friends.
Ash and his friends enter a Pokémon Center near a beautiful lake. All of a sudden, Skitty pops out of its Poké Ball and begins to chase its tail, causing everyone to make an attempt to stop it. As an angry boy comes in, Brock tries to get Skitty to go to him, only to get smacked in the face. Then, May takes out a cattail. It tickles her and she sneezes. Max tries his luck with the cattail and succeeds. The angry kid from earlier complains about the noise the group is making. Max begins to argue with the boy until Nurse Joy asks "Max" to stop. Max is surprised that Nurse Joy knows his name, but Nurse Joy clarifies that the other kid's name is also Max. Both Maxes proceed to argue about who should change their name, and eventually the other Max leaves the Pokémon Center with a harrumph. Nurse Joy asks Max to go easy on the other Max, saying that they both love Pokémon. Brock promises Nurse Joy that he will see to it that the two Maxes make up.
Meanwhile, the other Max is sitting on a large rock, looking at the lake in contemplation. Somewhere nearby, James wakes up to the sound of his alarm clock. He goes through his morning routine and exclaims that it's another great day to catch Pikachu. Jessie asks him what's so exciting about that, bringing down his mood. He depressingly describes their struggles on getting by day to day just to catch Pikachu, and then determinedly exclaims that today is the day they will finally catch Pikachu. He stands up, ready to go, but then realizes that while he was carrying out his monologue, the other two Team Rocket members had already left him to go get lunch. May is relaxing on a large rock while Max is still mad that the other Max has the nerve to have the same name as him. Just then, a Surskit skids past them, and May scans it with her Pokédex. It turns a corner and the other Max goes down to meet it. Max gets mad at the sight of him, but May just drags him by the arm to talk to the other Max. The two Maxes immediately start arguing upon seeing each other, causing May to say that the two should be friends since they both love Pokémon. Max brushes past the other Max to pet Surskit, but the other Max slaps his hand away. The two start arguing again. May tries to stop them from arguing once again, but she just ends up confused by their shared names. Ash and Brock meet up with them, and Brock tells the Maxes that it's silly that they're still arguing. This just causes the Maxes to argue even more.
Meanwhile, Team Rocket is watching Ash and the gang through binoculars. They spot Surskit and decide to give it to their Boss as they imagine how thankful he'll be. Brock stops the Maxes from arguing and says that the group should send out all their Pokémon so that they can play together. The Maxes remark on how much they love Pokémon. May introduces Skitty to all of their Pokémon. After seeing its tail, Skitty begins to chase it again. May takes out the cattail but Skitty soon falls asleep. Team Rocket jumps out of the bushes, and Ash tells Pikachu to watch out. Team Rocket explains that their goal is not Pikachu, but Surskit. They recite their motto in a manner much like American football, getting close to Surskit while dodging the gang. Ash tells Treecko to use Quick Attack, but Jessie hands Treecko the football, surprising it. Ash then tells Pikachu to use Thunderbolt, but Meowth uses an umbrella to conduct the electricity. Just then, Skitty wakes up and becomes aware of its surroundings. Team Rocket runs towards Surskit, but Skitty, seeing the end of Jessie's hair as a toy, jumps up to catch it. It messes with Jessie's hair and Jessie tries to swipe it off. After hitting James and Meowth, Skitty falls off and Jessie runs away, crying. James and Meowth run after her. The other Max points out that Surskit has run away, but has left watery tracks on the ground. He goes to chase after it. The group catches up with him, and Max explains that they want to help the other Max find Surskit.
Just then, Team Rocket appears in a new mecha with a massive mallet. The Maxes point out that Team Rocket scared Surskit off, causing James and Meowth to blame Jessie. Everyone starts laughing at Jessie's messed up hair which causes her to go crazy and start attacking the group with the mecha's giant mallet. The group runs away while Jessie drives after them in pursuit. She sends them flying, with Ash, Pikachu, and Brock in one group and May, Max, and the other Max in another group. Ash sends out Taillow to go search for the others. The other Max reveals that he was jealous of Max and the others for travelling and meeting so many Pokémon, while Max reveals that he was jealous of the other Max for being friends with Surskit. May says that it was about time they made up. Just then, they notice Team Rocket's mecha in the distance and run off to find Surskit before Team Rocket does. However, Team Rocket finds them and chases after them as the other Max leads May and Max to a spring deep in the forest. There, they find Surskit in the water.
Jessie sends out her Seviper while James sends out his Cacnea. May steps in to battle, but the two Maxes stop her, saying that they'll handle it. Ash's Taillow notices them and turns back to tell Ash. James tells Cacnea to use Needle Arm, but then notices Cacnea sinking into the water, leaving James no choice but to return it. The other Max orders Surskit to use Water Pulse on some rocks, forcing more water surge in and wash Team Rocket into the water. Jessie then appears from the water looking and walking like a monster and tries to wrestle Surskit away from the other Max. May sends out her Skitty and has it use Double Slap on Jessie, making her fall back into the water. Ash, Brock, Pikachu, and Taillow arrive. Pikachu uses Thunderbolt on Team Rocket, but Meowth blocks it once again with his umbrella. The other Max has Surskit use Bubble Beam, knocking the umbrella out of Meowth's hands. Thunderbolt finally blasts Team Rocket into the sky. With the two Maxes finally friends, Ash, May, Max, and Brock say farewell to Nurse Joy and the other Max as they head towards Fallarbor Town.