Paul has just won his badge at the Oreburgh Gym, but he's reluctantly persuaded to stick around and watch Ash's battle the next day. Ash is in the middle of strategizing for the match when he finds out that Paul gave away his Azumarill because it wasn't tough enough, which only makes Ash dislike Paul's style even more! Meanwhile, Team Rocket are touring the Oreburgh Mining Museum to get a closer look at its Fossil Restorer machine, the key to their latest criminal plot.
When Ash's battle finally begins, Roark sends out Cranidos first and Ash uses Aipom to counter with speed and agility. However, Cranidos can be pretty nimble too, and it wins its round. Pikachu is up next, but Cranidos is still going strong and Pikachu just isn't having much of an effect. Paul gets up to leave in disgust, which gets Ash and Pikachu fired up. Roark responds by having Cranidos use its powerful Head Smash, and Ash has to bring in Turtwig to finally knock out Cranidos.
Roark's Onix comes in and defeats Turtwig in one hit, so now it's all up to Pikachu. Pikachu uses Thunderbolt to break up the field so Onix can't maneuver as quickly, a clever strategy until Onix brings the battle to a Screech-ing halt! Not only is Ash's match over, but he's been defeated in front of his rival Paul. Now he's going to have to figure out a way to get back on track!
Following Paul's Oreburgh Gym victory, Ash asks Paul to stay and watch his battle. Paul laughs at Ash, forcing Dawn and Pikachu to intervene before a fight breaks out. Dawn tells Paul that there's no harm in staying and watching. Though she becomes agitated when Paul cannot remember her, which causes Brock to rush in and stop her. Roark tells Paul he's free to stay and watch and Paul, now mildly amused, agrees. Ash is ready to battle straight away, but Roark suggests they schedule the match for tomorrow so his Pokémon can recover, to which Ash agrees.
Meanwhile, Team Rocket are at the Oreburgh Mining Museum, plotting to steal some rare artifacts. Disguised as scientists, Meowth suggests that they figure out interesting facts about Pokémon first. As they gazed in awe at a colossal structure of coal, Dr. Kenzo, who is a Pokémon Researcher, approaches them. He is thrilled to see their enthusiasm and offers to take them on a tour of the museum. Team Rocket has their sights set on the Fossil restorer machine, so Dr. Kenzo escorts them to the museum's research division. The trio is impressed by all of the technology and the Fossil Pokémon housed within a special eco dome environment.
Meanwhile, Paul picks up his Pokémon from the Pokémon Center, where he sees Ash deciding which Pokémon he is going to use against Roark. Brock informs Ash that Turtwig is the only Pokémon who has an advantage against Rock types. Ash also knows that Aipom's Focus Punch and Pikachu's Iron Tail will be super effective against Rock Pokémon, so he decides that Pikachu, Aipom, and Turtwig will be the ones to battle. While those three are happy, Staravia is extremely upset that it's being left out, and Ash apologizes and promises it'll get to go up next time. Brock mentions to Ash that Paul's victory over Roark was mostly due to the speed of his Pokémon. Ash agrees and wonders what he'll do during his match. Paul steps in and suggests that Ash just imitate his battle strategy. Ash outright refuses to treat his Pokémon the way Paul does. Just then, a young boy runs up to Paul, thanking him for the Azumarill Paul gave him. Ash realizes this is the same Azumarill that quickly lost to Roark's Geodude, and calls Paul out for discarding his Pokémon. Paul remarks that Azumarill was never going to improve. He reminds Ash that they both want to win, but Ash replies that he is prepared to train his team to perform. With that, Paul leaves and Ash vows never to lose to him again.
The following day arrives, and Ash heads straight for the Oreburgh Gym to take on Roark. After the rules are stated, Ash is sure that he will show Paul some 'real battling'. Roark first sends out his Cranidos, surprising Ash who expected to face Cranidos last. Ash decides to start things off with Aipom, hoping to win using her speed. Ian calls for the match to begin, and Ash commands Aipom to use Focus Punch. However, Cranidos leaps high into the air and knocks Aipom to the ground with a Headbutt. After Aipom hits the ground, Roark has Cranidos use Flamethrower. Ash can keep Aipom out of harm's way with Double Team. However, Cranidos easily gets rid of all of Aipom's clones, so Ash decides to go on the attack with Swift sending Cranidos reeling back. Ash now has Aipom try another Focus Punch, so Roark has Cranidos counter with Zen Headbutt. Both attacks collide, causing a massive explosion. However, Aipom comes out of it the worst, as she flies into Ash's arms unable to battle. Ash recalls Aipom for some rest and decides to use Pikachu next.
Right off the bat, Ash has Pikachu use Thunderbolt and Roark commands Cranidos to dodge and use Zen Headbutt. Although Cranidos successfully avoids the Thunderbolt, Pikachu strikes back with Iron Tail, sending Cranidos backward and demolishing one of the rocks on the Gym floor. Ash believes that should finish Cranidos off; however, Cranidos surprises him by quickly getting back to its feet and using Headbutt. Pikachu tries to dodge and use Thunderbolt by jumping into the air but Cranidos jumps as well, hitting Pikachu and canceling out the attack. Pikachu tries to use Thunderbolt again but is thwarted by Cranidos' Zen Headbutt. Again, Cranidos uses Headbutt on Pikachu, knocking him to the ground. Unimpressed, Paul gets up to leave, believing Ash has already lost. However, Pikachu suddenly shows his fighting spirit by letting off a powerful electric attack in the air, making Paul regain interest. Ash tells Pikachu to use Quick Attack while Cranidos is told to counter with Flamethrower. However, Pikachu dodges it and successfully lands Iron Tail on Cranidos' head. Amazingly, despite all of the damage, Cranidos manages to recover. Roark orders a Head Smash, so Ash takes his chance with Volt Tackle despite the risk of recoil. The two scream towards each other full of power and collide, causing a massive explosion and injuring both Pokémon.
Ash decides that Pikachu needs to be recalled for now and sends out Turtwig. Ash begins with Razor Leaf, though Cranidos’s Flamethrower scorches through the leaves. Turtwig however is quick enough to dodge the Flamethrower and uses Bite on Cranidos' arm. Cranidos then uses Zen Headbutt and scores a direct hit sending Turtwig flying. Cranidos scores another direct hit on Turtwig with Flamethrower, causing major damage. Turtwig makes a quick recovery and sends out a Razor Leaf, scoring a knockout on Cranidos. Ash is thrilled with Turtwig’s efforts but doesn't allow himself to celebrate, knowing that he went through far too much to knock out only one Pokémon.
Roark sends out Onix as his second Pokémon, while Ash keeps Turtwig in. Turtwig attacks with Razor Leaf, but Onix is speedy enough to dodge. Onix follows up with Double-Edge which scores a direct hit on Turtwig and knocks it out, having suffered massive damage already from Cranidos's Flamethrower. Ash sends out Pikachu again, but Pikachu is already exhausted and damaged from the round battling Cranidos. Onix uses Slam, countering Pikachu's Iron Tail, and the resulting exchange damages both sides. Ash is struggling, knowing that the only move that's any good against Onix is Iron Tail then suddenly gets a flash of inspiration and tells Pikachu to use Thunderbolt on the field. Onix attempts a Double-Edge; however, the debris from Pikachu's attack keeps it at bay. Ash calls for a Quick Attack, but a Screech from Onix halts his advance. The decibels send Pikachu into one of the field's jagged stones, knocking him out. Ian declares Pikachu as unable to battle, therefore the match is over with Roark the winner, meaning no Badge for Ash. As Ash picks up his exhausted partner, Paul leaves but not before making it known that his opinion of Ash is as low as ever.