Team Rocket watches as Ash and his friends travel approach the bridge they are on, and plot to drop them into a cage under the bridge and lock them in it. However, the bridge suddenly collapses prematurely, and Team Rocket falls into the river below. The gang arrives at the bridge and notices the gap in the middle, not knowing that Team Rocket caused it. They think of how to get across, with the nearest bridge being ten miles away. They then notice a woman traveling aboard a Ledyba and ask her help across the river. She introduces herself as Arielle and says that she can fly them across using her Ledyba, which she controls with a Whistle. She takes them across, one at a time.
Afterwards, Arielle tells the group about her job, which involves picking apples using her Ledyba in order to pollinate them. Intrigued, Ash sends out his Heracross to help the Ledyba, though it decides to suck maple out of the tree instead. Team Rocket spies on the gang and realize that Arielle's control over the Ledyba would be a good present for the boss. They manage to steal the whistle after pretending to be TV hosts. Team Rocket recites their motto and takes off in their Meowth balloon. In the air, Jessie blows the whistle, but the Ledyba do not obey her because she hasn't trained with them. Jessie sends out Lickitung, which uses Supersonic, leaving them confused and unable to listen to Arielle. Pikachu, unaffected by the attack, uses Thunderbolt on the balloon, sending Team Rocket blasting off. However, the Ledyba follow Team Rocket, since Jessie is still in possession of the whistle.
Ash, his friends, and Arielle search for the Ledyba, assisted by Brock's Zubat. Zubat uses Supersonic to spot the Ledyba, but it also finds a group of Golbat. Brock recalls his Zubat and the Golbat leave. Arielle says that Ledyba like the smell of flowers, so Ash sends out his Heracross to sniff out nicely-scented flowers. However, Heracross instead leads them to a tree with maple on it.
Meanwhile, Jessie throws the whistle away, dismissing it as worthless. Meowth says that she is blowing into it wrong and tries to use it. When Jessie sends out Arbok to find food, Meowth gets a note out, which has an effect on Arbok, and it starts dancing. James sees the Ledyba over in the bushes and Jessie suggests capturing them. However, Meowth instead tells Arbok to go underground and surround them, leaving the others flabbergasted. Arbok appears in front of the Ledyba, distracting them and allowing Meowth to throw a net over them and tie them to rope. The Ledyba fly off with Meowth holding on, though Jessie and James grab on to stop them from flying away. The Ledyba immediately stun Team Rocket with Stun Spore, getting them to let go.
Arielle becomes worried that the Ledyba will not listen to her without the whistle, but Ash reassures her. Just then, Arielle smells the scent that the Ledyba give off when they are in danger, and Ash tells Pikachu to find them. Pikachu shows her an area with Stun Spore-filled air and orange footprints leading to Team Rocket and the Ledyba. James promptly activates a net that drops on the group, and Jessie tells them to hand over Pikachu. She sends out Lickitung, while James sends out Victreebel.
They attack the gang, who are struggling to escape. Lickitung uses Stomp on Ash and Misty's heads, while Victreebel uses Tackle. Arielle tries commanding the Ledyba without the whistle and it miraculously works. They fly over to Arielle, dragging Arbok with them. Arbok flies into Lickitung and Victreebel and knocks them over. Ash sends out Bulbasaur and frees the Ledyba with Razor Leaf. James instructs Victreebel to use the same attack, but Arielle instructs the Ledyba to fly upwards so the Razor Leaf can cut the rope instead, then downwards to dodge the next attack. Jessie tells Lickitung to use Supersonic, but Ash tells Pikachu to use Thunderbolt on Lickitung, which knocks Team Rocket over. Arielle tells all of the Ledyba to use Tackle on Team Rocket, which sends them hurtling into the sky. Afterwards, Arielle thanks the group for their help, and Ash and his friends continue onward to Violet City.
In 2007, a video was posted on YouTube, where the scene in which James is heard mumbling while at the grip of his Victreebel's mouth is played backwards. Played normally, his dialogue appears to be gibberish. However, when the scene is played backwards, James clearly says, "Leo Burnett and 4Kids are the devil! Leo Burnett..." Some fans had speculated that Eric Stuart, the then voice actor for Brock and James, may have left the hidden message to poke fun at Burnett's idea of animation commercialism and at the same time mocking 4Kids Entertainment for upsetting the fans who were unsatisfied with the international edits back when the company was responsible for dubbing the Pokémon anime.
In 2011 at Matsuricon, a fan asked Stuart about this quote, which he confirmed was indeed intentional and claimed that it was because he was no longer being paid for his short commercials while working for 4Kids.
In 2016 at Metrocon during a Q&A panel, another fan asked Stuart about that quote, and Stuart expanded more on why he said that quote. He explained that he was being paid a lot more for doing voice work in commercials than on the show itself, and that money he earned instantly covered his health care plan. And when 4Kids decided to hand the cast's voice work over to the advertising company so they wouldn't have to pay the voice actors for commercials anymore, Stuart not only lost a lot of money but also his health care plan, which made him angry and said the quote as a protest joke which the voice director put into the scene, and they ended up getting in trouble for that and had to pay for a new master for the episode with their own money.
In the version streaming on Pokémon TV and on the 2015 DVD set of The Johto Journeys, the backmasked audio is replaced with James screaming.
- After Team Rocket steals the whistle, it disappears while they say their motto and briefly afterwards.
- Arielle says that she uses different whistle notes to direct the Ledyba, but throughout the episode only one note is played.
- During the scene where Arielle is telling the Ledyba to climb and descend, Arielle says "climb" but the Ledyba descend, and when she says "descend", the Ledyba climb.
- When Mr. Douglas appears, he mispronounces Arielle's name.
- In the Finnish dub, Ash incorrectly refers the flock of Golbat as Zubat.
- In the Polish dub, James tells Victreebel to use Vine Whip instead of Razor Leaf.