During a peaceful day in the middle of the forest, Ash and his friends are preparing for a delicious meal cooked by Brock. While Dawn is laying plates on the table, Aipom happily picks tasty oranges from the trees above. Piplup calls up to Aipom, wanting an orange himself. Aipom teases Piplup by sticking out her tongue, but she accidentally drops the fruit directly into Piplup's mouth. An argument soon erupts. Turtwig rushes over to break it up, but is quickly slapped away by the quarrelling pair. Aipom escalates the fight to another level, and fires off a Swift attack at Piplup, who responds with a Bubble Beam. The two attacks collide and explode, which bring Ash and Dawn's attention to the squabble. Piplup and Aipom ignore their Trainer’s orders and continue fighting. Turtwig jumps in once again, taking a direct Focus Punch attack and Piplup's Peck. Not impressed by this, Turtwig lets out a roar and attacks both Pokémon with a furious Razor Leaf which calms the situation. Ash thanks his Pokémon for breaking them up, and Turtwig bites onto his head affectionately. Ash laughs, and tries to shake Turtwig off, but is stopped when a voice from behind him calls out. Turning around, Ash is shocked to see his serious rival, Paul. The young Trainer nods, and then smirks at Ash's reaction.
The two exchange taunts, and Ash is again shocked to hear that Paul is also heading to the Oreburgh Gym. Paul then asks if that Turtwig is his, and Ash says that he caught it recently. Paul smirks, not looking impressed. Ash is infuriated by Paul's arrogance, and demands a battle from him. Paul agrees, pulling a Poké Ball from his belt and calls out his Chimchar. Dawn reminds Ash that Turtwig has the type disadvantage against a Fire Pokémon like Chimchar. Ash, however, is determined to prove his strength. Brock offers to referee the match, but Paul replies that there will be no doubt who will win.
Paul offers Ash the first move. Ash accepts, starting things off with a Tackle. However Chimchar makes a speedy evasion and lashes Turtwig with a Scratch attack. Ash orders Turtwig to use Razor Leaf, though Chimchar somersaults backwards to avoid the attack. Chimchar follows up with Ember. Ash orders Turtwig to dodge, but oddly enough Turtwig just stands there and takes the attack, sending it backwards. Ash asks what's wrong with Turtwig, though Turtwig responds by shaking its head. Noticing the sun, Ash has an idea and tells Turtwig to use Synthesis, which replenishes its energy. Chimchar spins into a Flame Wheel attack. Turtwig again makes no effort to try to avoid the attack, and is engulfed by fire. Chimchar jumps back after smashing into the injured Grass Pokémon, and Ash asks Turtwig if it can continue. Ash tells his Pokémon to attack again, but is stopped by a net fired from the sky.
Ash and everyone else looks up to see Team Rocket's balloon and Jessie, James and Meowth leering down at them. The three start to recite their motto, but are cut off when Paul has Chimchar use Ember on them. Paul orders Team Rocket to get lost for interrupting his match and calls them pathetic as they begin to fight among themselves. James then sends out Carnivine, eager to silence the arrogant young Trainer. Carnivine isn't too interested in a battle however, and happily chomps down on James' head before James tells it to use Bullet Seed. Happy at its fill, Carnivine jumps up and fires off the attack as told. Ash tells Paul to get out of the way, but Paul refuses to move and orders Chimchar to use Ember to deflect the attack. Chimchar does so, and Ash tells Turtwig to use Razor Leaf to break out of the net. Ash runs and grabs the falling Turtwig, before having Pikachu use Thunderbolt to get rid of Team Rocket.
The force of the explosion however sends Ash, Paul and Chimchar over the edge of the cliff they were fighting on. Paul remains focused as they fall however, landing on a protruding tree and then jumping down safely. Though Ash continues to plummet, grabbing hold of Turtwig and landing head first into the water below. Brock and Dawn call down to Ash, asking if he's okay, and Ash waves to assure them he is fine. They decide to meet up on the far side of the forest. Ash hears a sound behind him, and looks over to see Paul recalling Chimchar back to its Poké Ball before walking off into the forest. Ash decides to try to take the opportunity to befriend Paul, but Paul makes it clear that he has no intention of being nice to, or cooperating with Ash. He then continues to walk, reminding Ash to be wary of Stantler as they are in Bewilder Forest after all.
Ash tries to follow Paul, but finds himself and Turtwig trailing behind. As Ash tries to gauge his surroundings, a Stantler pops its head from some nearby bushes and stares intensely at him. Ash takes the opportunity to scan it with his Pokédex, which warns that Stantler have the ability to warp reality. The Stantler's antlers promptly light up and transport Ash and Turtwig into an illusion. The pair finds themselves in a huge empty field, and are left perplexed when they walk back where they started, at the waterfall. He and Turtwig then walk back into the forest, only to be stopped by the Stantler again, who repeats its illusion-inducing Hypnosis attack. This time, Ash and Turtwig are tricked into thinking that they are in the middle of a hot and vast desert. After some thinking, Ash realizes what is going on – he is trapped in one of Stantler’s illusions. Hoping pain will help him escape, Ash tells Turtwig to bite his head. Turtwig does so, and the pain rips Ash out of the delusion and back into the forest. Ash soon finds that maybe it was safe in the illusion desert, as not one, but many Stantler appear and use their Hypnosis attacks on Ash at the same time. This time Ash finds himself flying through the air happily with Turtwig by his side. In reality, Ash and Turtwig are flailing around the floor in deluded joy. Watching all of this is Paul, who isn't impressed by Ash being so easily manipulated by the Pokémon. Paul then calls out his Chimchar, and has it to use Ember to send the Stantler fleeing. Ash emerges from his fantasy and is surprised to see Paul again. As he is about to thank Paul for saving him, one of the Stantler appears and stares angrily at Paul for just attacking it. Paul isn't impressed, and tells his Chimchar to use Flame Wheel. Chimchar does so, rolling into a flaming ball and slamming hard into Stantler and knocking it back. Paul throws a Poké Ball and catches it. Ash thanks Paul for helping him, but Paul doesn't appear interested. Instead he examines the Poké Ball containing Stantler with his Pokédex. As Stantler only knows Tackle, Paul immediately releases it back into the forest. Ash asks why he released it, and Paul tells him that it was too weak for his needs.
Outside the forest, Dawn explains to Brock that Bewilder Forest is home to a herd of Stantler, who are known to deliberately disorientate travelers. Brock says that they should go in and look for Ash, regardless of the danger, so they enter the forest. Meanwhile, Ash is trying to get Turtwig to eat an apple that he picked from a tree. Turtwig coolly tries to get Ash to eat it himself, but a stomach rumble makes them both think otherwise. As Turtwig munches on its half, Ash admits Turtwig is rather stubborn. He informs Turtwig that they are friends, and that he was asking it to dodge during the match against Paul because it was the right thing to do. Turtwig nods and agrees, but their talk is disturbed by another Stantler that appears from the bushes. Ash covers his eyes quickly, and runs in the opposite direction before slamming into a tree which disturbs a whole swarm of Beedrill. The Beedrill start to chase him, but during the chase Ash is spotted by Brock and Dawn who wave to him happily. They both soon notice the Beedrill and along with Ash, so the reunited trio begin running for their lives. Ash is soon stopped however, when he bumps into a large Ursaring. Although this scares the Beedrill away, Ash finds himself cowering in the shadow of the very angry Ursaring. Turtwig steps forwards and bites onto Ursaring's head defend its Trainer. Ursaring manages to shake it off, though Turtwig again launches itself and headbutts the attacking Pokémon. Ash smiles and thanks Turtwig for saving him. He then tells Pikachu to use Iron Tail and for Turtwig to use Razor Leaf. The combo effort hits its mark, but Ursaring becomes even more frustrated and fires a Hyper Beam into the air. Ash and his friends flee as Ursaring stampedes behind them. Ash then notices Paul on the road in front of them, and they get out of the way as Paul tells Chimchar to use Flame Wheel to knock out Ursaring. Once again, Paul catches the Pokémon, and Dawn congratulates him. Ash isn't impressed however, and tells her that even though he caught it, he probably won't keep it. Paul scans the Poké Ball however, and liking what he sees, puts Ursaring's ball on his belt after concluding that the Pokémon is good enough to meet his standards.
After a brief conversation, Paul says that they should have another Pokémon battle. Ash wonders what Pokémon Paul will use, and both Trainers get into their positions. Ash tells Turtwig to use Tackle, and Paul, using Chimchar, tells it to use Scratch. This time however, when Ash tells Turtwig to dodge, Turtwig complies, making Chimchar's attack miss. Ash orders a Razor Leaf, though Chimchar counters with Ember. Ash decides to take a much more direct approach, so Turtwig rushes in for a Bite attack. Paul remains cool however, and has Chimchar Dig underground to dodge the attack. As everyone tries to work out where Chimchar will appear, Chimchar emerges from underground and lets loose a sneak Scratch attack on Turtwig. Ash tells Turtwig to keep calm and use Bite, but Paul just responds with another Dig attack. Chimchar dives underground yet again. After teasing its confused opponent, Chimchar lands a Scratch attack on Turtwig. Ash switches things up and has Turtwig fire a Razor Leaf attack into Chimchar's dugouts. Chimchar emerges from underground, screeching in pain. Paul orders an Ember attack, but Turtwig dives underground to dodge the flames. Paul anticipated the turnaround strategy, so he has Chimchar fire an Ember into the holes. Turtwig is flung out of hiding, engulfed in fire.
Ash calls for Synthesis to heal itself however. As Chimchar Flame Wheels towards Turtwig, Ash orders Turtwig go back underground, Turtwig is shocked, though Ash tells it to trust him, and at the last moment, Turtwig follows orders. Chimchar rolls past before switching into an Ember aimed at the holes. Ash calls for a Bite attack, and Turtwig successfully latches onto Chimchar's head. Paul decides to take the battle underground, so Chimchar, with Turtwig still attached, leaps underground. Paul smiles at Ash's shock and tells Chimchar to use Flame Wheel. Flames burst out from the holes, and both Pokémon are thrust above ground, engulfed in fire. Turtwig, however, stands to its feet still determined to battle. Turtwig rushes forward with Tackle, colliding into Chimchar's Flame Wheel. When the smoke clears, Chimchar is the one left standing and Turtwig is knocked out, leaving Paul as the winner. Ash falls to his knees and apologizes to Turtwig, before thanking it for putting up such a great fight. Chimchar dances happily and Paul scolds it for doing so before recalling it. Ash calls out to Paul, but Paul doesn't care about anything anyone as weak as Ash wants to say, and walks off. Ash then stares at the departing Paul full of anger, and is set on beating him next time.