Ash and co. continue their way towards Violet City for Ash's first gym battle. On the road, they approach a bridge. A hole has been drilled in the bridge. Team Rocket is below the bridge. Meowth is using his long binoculars to see Ash and co. Team Rocket has a trap set up for them. When Ash and co. are on the bridge, Team Rocket will pull on the ropes causing the bridge to break and Ash and co. to fall into a cage. Team Rocket is happy that they will finally capture Pikachu. They dance around on the top of the cage. The bridge suddenly begins to crack. The bridge collapses, and Team Rocket is washed away.
Ash and co. come up to the bridge. They see that the bridge has fallen apart. Misty suggests they find another bridge to cross. Brock looks at his map and says that the nearest bridge is ten miles away. Suddenly, they see a woman traveling in the sky with her Ledyba. Ash looks up Ledyba in his Pokédex. Brock immediately falls in love with the woman. He calls out to her. The woman sees Ash and co. She commands the Ledyba to land with a whistle. Ash wonders why Misty isn't afraid of the Ledyba since they are bug Pokémon. Misty replies with the fact that the Ledyba are cute. Brock begins to go insane when the woman lands. Misty tells her that they need to get across the river. The woman tells them that she can fly them across with her Ledyba. The woman introduces herself as Arial. Then Ash and co. introduces themselves to Arial.
Ash and co. thank Arial when they are all on the other side of the bridge. Arial tells them that she had to do some work in the nearby apple orchard. Misty likes the white flowers on the trees. They wonder what Arial plans to do, so they decide to stay and watch. Ash thinks that Arial will use the Ledyba, and he is right. Arial is using the Ledyba to pollinate the orchard. Ash wants Heracross to help. He sends out Heracross, but Heracross only sucks the sap out of the tree. Arial commands the Ledyba to do these things with her whistle. Ash and co, think it's amazing. Ash asks Arial how she is able to get the Ledyba to follow all of her commands. Arial tells him that she's trained the Ledyba to follow the notes on her whistle. Ash wants to try it out himself, but Arial says that he can't.
Team Rocket is watching Ash and co. from behind the bushes. Meowth thinks they should steal the whistle so that they can control the Ledyba. Jessie and James agree. Arial commands the Ledyba to land so that they can take a break. Suddenly, Jessie and James walk out in disguises. They take the whistle from Arial and examine it. Then they begin to run away. Ash stops them. Jessie and James take off their disguises and reveals themselves. They say their motto. Meowth then comes down with the balloon, and Jessie and James jump in it. Jessie blows the whistle so that they Ledyba can begin following them, but the Ledyba don't come. Jessie sends out Lickitung. Lickitung uses Supersonic to confuse the Ledyba. Meowth thinks they should also capture Pikachu. However, Pikachu uses Thunderbolt on Team Rocket. The sparks from the electricity upset the Ledyba, and they fly away. Team Rocket then blasts off with the whistle.
Even though, Team Rocket is gone, they have the whistle, and the Ledyba are gone, too. Ash and co. search in the forest for the Ledyba, but they cannot find them anywhere. Ash apologizes to Arial. Arial accepts Ash's apology. Brock sends out Zubat. Because Ledyba and Zubat both use Supersonic waves, Zubat might be able to track the Ledyba down. Brock tells Zubat to use Supersonic to find the Ledyba. Seconds later, Zubat comes back with a whole bunch of Golbat following it. Brock returns Zubat back into its Pokéball. Arial says that her Ledyba loves flowers, so maybe they went to a garden. Ash gets an idea and sends out Heracross. Ash tells Heracross to take them to the nearest place that smells like flowers. Heracross sniffs around and immediately picks up the scent. Heracross leads the way for a while, but then it stops at a tree and eats the sap.
Meanwhile, Team Rocket is sewing up their balloon. Jessie is angry because the whistle they stole was useless. She throws it on the ground. Meowth picks it up and tells Jessie that she probably wasn't playing it the right way. Meowth blows in it, but he cannot even make a sound. Jessie laughs and then sends out Arbok. Meowth blows in the whistle again, and this time a sound comes out. Arbok begins to dance around. Team Rocket realizes that Arbok is moving because of the whistle. Then Team Rocket sees the Ledyba sleeping. Meowth tells Arbok to dive underground and then wrap up the Ledyba. Jessie doesn't think Arbok will listen to Meowth. Meowth blows the whistle, and Arbok follows Meowth's command. Meowth then throws a net over the Ledyba, capturing them. Jessie doesn't like the idea of how Meowth is controlling her Pokémon.
Meowth has tied the Ledyba in ropes. Suddenly, the Ledyba begin to fly away. Meowth holds onto the end of the rope. Jessie and James then grab Meowth. The Ledyba are slowly moving in the air. The Ledyba then use Stun Spore on Team Rocket. Team Rocket doesn't know what the orange stuff is, however.
Meanwhile, Ash and co. continue to look for Arial's swarm of Ledyba. Arial wonders if the Ledyba will even listen to her because she doesn't have the whistle. Brock reassures Arial that her Ledyba will be fine, and Arial hopes Brock is right. Suddenly, Arial smells something funny. Ash, Misty, and Brock don't smell anything though. Arial says that it's a faint smell the Ledyba release when they are in danger. Ash tells Pikachu to try and find the Ledyba. Ledyba hops on top of a tree. Pikachu does sense something. Ash and co. run until they come to an orange fog. Arial thinks her Ledyba got into trouble. Misty sees tracks of the orange stuff that form a trail. Ash and co. follow the trail.
The Ledyba has dragged Team Rocket. Arbok jumps ahead and wraps its body around a tree. Then Arbok grabs on the ropes to prevent the Ledyba from escaping. Ash and co. have finally caught up with Team Rocket. Arial notices the Ledyba are in danger. James fires a net at Ash and co., trapping them. Then Team Rocket demands for Pikachu. When Ash refuses to give them Pikachu, Jessie and James send out Lickitung and Victreebel. Team Rocket's Pokémon stomp towards Ash and co. Arial wonders if the Ledyba will listen to her even without the whistle. She cries out for her Ledyba. Meanwhile, Lickitung and Victreebel are using their Stomp and Tackle attacks on Ash and co. Arial gives out one final cry, and the Ledyba manage to break free from Arbok's grasp. Arbok is dangling from the Ledyba. The Ledyba fly towards Ash and co., and Arbok crashes into Lickitung and Victreebel.
Ash sends out Bulbasasur. Bulbasaur uses its Razor Leaf attack to cut open the net. Then Victreebel uses its own Razor Leaf attack on the Ledyba. The Ledyba fly higher, and the leaves hit the ropes. Then the Ledyba dodges the rest of Victreebel's leaves. Lickitung uses Supersonic, but Pikachu uses Thunderbolt on Lickitung. Then the Ledyba tackle Team Rocket, Team Rocket blasts off again, and the whistle falls from Meowth's neck.
Arial and the Ledyba are happy to be together again. Later in the evening, the Ledyba follow Arial's commands even without the whistle. Arial tells Ash and co. that for now on she will try to use the whistle less everyday. Then Ash and co. wave goodbye to each other, and Ash and co. continue their way towards Violet City.
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