The episode begins with our heroes having finally arrived in Veilstone City, excited at the prospect of the upcoming Gym Battle. The group look over the city from above, in awe of the large city and huge buildings. All of a sudden, a large ball of blue energy comes flying towards them from the forest, which the group narrowly dodge. The group notice several of these balls flying out of the forest, and Ash realises that it is Hadou, a special form of energy known to a very small amount of people.

Not long after we find the group running beside a fence, with the energy balls continuing to be fired from behind it in the middle of various trees. Ash shouts that they'll find the source soon enough, just before one of the energy balls bursts a hole through the fence allowing Ash and co. to gaze through. Through the hole they see a young, pink aired girl dressed in sports gear dodging and returning attacks from an angry Pokemon. Ash recognises the Pokemon as Lucario, and checks the Pokemon on his Pokedex as the fighting display continues. Dawn asks what sort of power Lucario is using, and Ash tells her that it's using 'Hadou' power. The girl thinks that they should stop as Lucario is getting more and more agitated, but the gruff Pokemon doesn't listen and creates a bone out of energy to use its Bone Rush attack. The girl dodges over and over as Lucario continues to attack, but eventually the Bone Rush vanishes much to Lucario's surprise. The group wonder what's wrong, when suddenly an electric attack is fired at them. The attacker appears to be an Electabuzz, who is confronted by Pikachu and Piplup. Electabuzz doesn't seem bother however, and merely laughs at them. The three Pokemon then start fighting amongst themselves, despite Ash and Dawn telling them to stop. The pink haired girl notices the fighting, and tells Lucario to use Aura Sphere to stop them. Lucario does so, but as the girl points out, put a little too much power into the attack which has left Electabuzz, Pikachu and Piplup fainted on the floor. Ash and Dawn run towards their Pokemon, who get up along with Electabuzz. The girl apologises for her Pokemon's attack, just as a tall, ponytailed man runs up calling for Electabuzz. Electabuzz isn't happy to see the man, and starts trying to tiptoe away. Realising it's been noticed and unable to escape, Electabuzz turns around and acts innocent, laughing and smiling as if nothing had happened. Ash asks Pikachu if the Electabuzz is Paul's, and Pikachu nods. The man upon hearing Paul's name, introduces himself as Reiji, Paul's older brother and that he's looking after Paul's Electabuzz. Reiji also informs Ash that Paul had been by recently, not only to drop off Electabuzz, but also to challenge the Gym Leader. At this point, he nods towards the girl who Reiji informs Ash is the Gym Leader. Ash is happy to meet her, saying that it's amazing to see her have Lucario as her Gym Partner. Maylene, the girl in question, doesn't look so happy however, and has to turn down Ash's request for a Gym Battle. Lucario doesn't seem happy either, and blasts Maylene with its Aura Sphere. Reiji explains that Lucario has lost its confidence in battling and in its own abilities. He also senses some distrust between Lucario and its trainer Maylene.

From the bushes, Team Rocket are watching all of this taking place. James is impressed at the sight of Lucario, and the three think they should try and steal it. The scene then goes back to the main group, who have now been joined by three large men. The three men are wondering why Maylene hasn't been at the Gym, Maylene tells them she wants to quit being a Gym Leader. The three then tell her to not give up so easily. Lucario then tries again to fire an attack at her which is quickly deflected by a quick reaction by Maylene. Reiji asks her if her mood and unconfidence is because of her battle with Paul. Maylene is sad to hear the name, and Reiji explains the battle between Paul and Maylene. Paul obviously had learned that Maylene used Fighting type attacks and thus used his own Honchkrow to battle against Maylene's Meditite and Machoke. He also used Magmar against Lucario, due to Lucario's half-Steel type. All three Pokemon are taken down easily without problems, which has shaken Maylene's confidence in herself, and Lucario's confidence in itself and Maylene. Maylene, upset, then runs off, apologising. Lucario tries to follow but isn't able to catch up in time and stops running. Ash suggests that they go find her, but Dawn says that she'll handle it. Lucario seems to agree with Dawn's suggest and goes along with Dawn and Piplup to find Maylene. After a short while, Dawn and Lucario find Maylene meditating by a river. The scene then shifts to Reiji talking to Ash and Brock in their house, giving Pikachu and Chimchar some Pokemon food. The three start discussing Maylene, and Brock thinks that she's starting to feel some pressure over her position and the expectations of her. Back with Maylene and Dawn, the two have a heart to heart talk, with Dawn opening up about her Contest experiences and losses. Lucario isn't impressed by Maylene's feelings however, but Dawn tells it to calm down. Watching the discussion is Team Rocket, who after hiding for some time, walk out of the bushes, along with Wobbuffet. Dawn jumps to her feet, and Maylene asks who they are. Team Rocket then start reciting their usual motto, and after which Dawn warns Maylene to be on guard, no doubt Team Rocket is after her Lucario. Maylene gets to her feet and with Lucario gets battle ready. Jessie ignores them both, telling them that they're here to 'scout' Lucario out. Dawn seems confused, and James explains that they understand Lucario is unhappy with Maylene, but they can offer it a much better lifestyle as a member of their team. Elsewhere, Reiji and Ash start to discuss Paul. Reiji mentions Paul's unique battling and training style, but Ash doesn't seem happy and gets angry thinking about the way Paul treats his Pokemon.

Jessie runs over to Lucario, trying to pitch a Team Rocket lifestyle to it. Meowth butts in, saying it'll be able to ride in the Team Rocket balloon, and James offers access to his entire rare bottle cap collection. Jessie pulls some chocolate out, saying that it can have it if it joins them. Lucario is definatly not impressed however, and creates a bone out of aura energy, using its Bone Rush attack which it then uses to blast Team Rocket away. Maylene thanks Lucario for dealing with Team Rocket, and Lucario grunts in response. Dawn then turns to Maylene and thinks that it would be a good idea for them both to have a Pokemon battle. Maylene seems a little shocked at the idea at first, but both she and Lucario soon agree. Back with Ash and Brock, a similar proposal is being made. Both Reiji and Ash think it would be a good idea to battle, and Ash runs outside to get ready. Just as Ash leaves, Brock notices the various badges adorned in glass cases on the mantle piece. He asks if they belong to Paul, to which Reiji says that they don't, they belong to him. According to the cases, Reiji has collected all the badges from Kanto, Johto, Hoenn and Sinnoh, as well as 6 of the Frontier Symbols.

Outside, the two trainers face-off against each other, with Brock acting as the judge for the battle as usual. Dawn and Maylene then walk onto the scene, wondering what is going on, and Brock explains that Ash and Reiji are about to battle. Ash sends out Gligar, telling it that it would be a good idea for it to watch the Pokemon battle and get a feel for what they are like. Gligar nods, taking its place beside Chimchar and Pikachu. Dawn and Maylene take a seat to watch also, as Ash sends out his Turtwig to go against Reiji's Bibarel. Ash starts things off by telling Turtwig to use Energy Ball. Turtwig does so, firing out a large ball of energy. Ash is happy with the power of the attack, considering how long the two took training to learn it. Reiji tells Bibarel to use Super Fang, which it uses to take on the Energy Ball attack. It then uses Secret Power, which due to the grassy enviroment that the two are battling on, creates a Sleep Powder esque effect that puts Turtwig to sleep. Ash shouts at Turtwig telling it to wake up, but the Pokemon is in a deep sleep. Reiji takes advantage of this and tells Bibarel to use Take Down, charging at Turtwig and smashing into it, but causing it to wake up. Reiji then tells Bibarel to use Super Fang, which is dodged and countered by Razor Leaf by Turtwig. Reiji conpliments Ash on how strong Turtwig is, and Ash thanks him and then tells Turtwig to use Energy Ball. Reiji orders Bibarel to use Ice Beam, and Ash counters telling Turtwig to jump up. Turtwig jumps, dodges the attack and fires a high-powered Energy Ball attack right at Bibarel which explodes on contact and causes Bibarel to faint. The energetic nature of battle is starting to get both Dawn and Maylene excited, and Maylene seems to have cheered up from before. Reiji calls back his Bibarel telling it did a great job, and then sends out Swalot. Ash responds by sending out his fearsome Staravia. Staravia bursts out of its Pokeball, happy to see the light of day. Ash tells it to Quick Attack, which it does, smashing into Swalot who is told to use Stockpile. Swalot opens its mouth wide, sucking in air. Ash wonders what it is doing, and Reiji seems confident enough to stick with the strategy as it gets hit once again by Staravia's attack.

Dawn asks what attack it is using, and Brock explains that Swalot is powering up using Stockpile. Staravia speeds towards Swalot, about to land another blow before Reiji tells it to use Spit Up, releasing all the stored energy. The power stored in Swalot bursts out of its mouth in the form of an incredibly powerful beam that blasts Staravia away. Ash tells it to attack again, but the attack is stopped by Swalot's Sludge Bomb that hits and explodes on contact. Staravia falls, and Ash runs to catch it. Luckily Staravia isn't hurt, and Ash thanks it for putting up a great fight. Reiji then offers to help Staravia by showing it a powerful attack it could perfect. He then sends out Staraptor, which Ash checks on his Pokedex that explains that it is the evolved form of Staravia. Ash tells Staravia to watch the battle, as Pikachu steps up to the plate to battle against Staraptor. Pikachu uses Thunderbolt against Staraptor, to which Reiji tells it to use Brave Bird. Staraptor dodges the electric attack, and then dives towards Pikachu, flames engulfing its body as it races towards the ground. Ash tells Pikachu to jump, which it does, but is knocked by by Staraptor and smashed into the ground by Brave Bird. However, due to the high power of Brave Bird, Staraptor had to use some of its energy and was thus damaged by using the attack itself. Dawn asks Brock about it, and Brock explains, saying that there is an element of risk involved with using the attack. Reiji tells Staraptor to use Steel Wing, and Ash counters by telling Pikachu to use Iron Tail, which propels Pikachu from the ground and up into the air causing Staraptor to miss its target. Reiji is impressed by Pikachu's move, and Ash tells it to use Volt Tackle in the air. It does so, as Staraptor uses Wing Attack. The two moves collide, and Pikachu is the one left standing. Reiji congratulates Ash on the battle, and offers to teach his Staravia Brave Bird. Ash is surprised, and thanks Reiji. At this, Dawn gets up saying that she'll be the one to battle Maylene first, surprising Ash. Maylene seems prepared to battle as well. The episode ends with Dawn preparing for her battle with Maylene, as Ash and Reiji look on. Can Dawn win?

Thanks to Alfonso for writing this for us