Now that Ash has his new Zephyr Badge in hand, Ash and co. head towards the next Johto League gym. Looking at the guide book, Brock states that the next gym is in Azalea Town. Misty notices the beautiful houses that surrounds the nearby lake. Brock tells his friends that there must be beautiful girls nearby too. He spots a girl gazing across the lake on a cliff. Brock hopes that this girl is the girl of his dreams. Suddenly, a Marill jumps out of a bush. The Marill has a pink ribbon on its tail. Misty wants to capture the Marill. She throws a Pokéball, but it doesn't work. Marill begins to cry loudly. Brock picks up the Marill and comforts it to make it stop crying. Brock notices the ribbon on the Marill and assumes that it already has a trainer. Misty sighs because she wanted to catch the Marill for herself. She picks up the Marill, and Marill begins to cry again. Brock takes the Marill from Misty, and Marill stops crying. Brock thinks that Marill is scared of Misty.
Suddenly, a truck drives up near them. Inside the truck is Team Rocket in disguise. They ask Ash and co. if they want a ride to the next town. James gets out of the truck and leads Ash and co. into the back of the truck. Then Meowth presses a button, and two mechanical arms grabs Pikachu and Marill. The back of the truck is then disassembled from the front, and Team Rocket drives off with their captured Pokémon. While driving, Team Rocket takes off their disguises and says their motto. Ash and co. begin to chase Team Rocket. They demand that Team Rocket gives back the Pokémon.
Suddenly, Marill begins to cry very loudly. The cry disrupts Meowth's driving. He crashes into a fence, causing Team Rocket to blast off and Pikachu and Marill to fall off the cliff. Pikachu and Marill roll down the cliff. Ash jumps over the fence and runs to get them. Misty gives Togepi to Brock, and she chases after the Pokémon, too. Ash trips and crashes into a tree, however Misty still chases after them. Misty grabs the Pokémon, but she trips and lands into the current. Ash and Brock tell Misty to hold onto the Pokémon tightly. Then they see Misty get pulled downstream. Suddenly, the girl that they saw before runs up to Ash and Brock. Brock thinks that the girl is coming for him. The girl wants to know what they did to her Marill. Brock tells her that Marill is perfectly safe. The girl then introduces herself as Wilhemina
Misty, Pikachu, and Marill get out of the current. Misty is glad that everyone is safe. Marill begins to cry again, and Misty shouts at Marill. This makes Marill even more upset, and it begins to run away. Misty and Pikachu chase after Marill. Marill continues to run when it trips over a rock. Marill cries even more. Misty bends down and wonders why Marill is crying. Marill hits Misty which makes Misty mad. Misty is about to leave when she sees Pikachu with a face saying, "Don't leave Marill behind." So, Misty decides to take Marill with her, hoping that she will find Marill's trainer. Misty asks Marill if it can use its ears to hear its trainer. Marill decides to give it a try. After awhile, Misty grows impatient with Marill, and she screams at it again. This causes Marill to cry again.
Ash, Brock, and Wilhemina walk along the river in search of Marill. Ash reassures Wilhemina that Misty will take really good care of it. Wilhemina blames herself for this misfortune because she let Marill out of her sight. Brock promises that he will find Marill no matter how long it takes. This makes Wilhemina happy. Suddenly, Togepi spots something on the ground. It picks up the ribbon that Marill had on its tail.
Misty, Pikachu, and Marill have stopped for a break. Pikachu and Marill are eating a can of food, and Misty hopes that they find Marill's trainer soon. Marill then sees two Butterfree flying. It follows the Butterfree to an open field where it tries to hit them with Water Gun. Misty catches up with Marill. Unfortunately, Marill has sprayed a bunch of other bug Pokémon including a swarm of Beedrill. Ash, Brock, and Wilhemina continue their search for Marill. They suddenly hear Misty, Pikachu, and Marill running towards them. They are being chased by the Beedrill. Ash, Brock, and Wilhemina see the Beedrill too, and they begin to run away from them. While running, Wilhemina trips onto the ground. Ash, Brock, and Wilhemina duck as the Beedrill pass over them. Misty, Pikachu, and Marill continues to run from the Beedrill. Soon they come to a dead end. Misty orders Pikachu to use Thundershock. Pikachu uses its electric attack on Beedrill, and the Beedrill fly away. They cheer as they have defeated the Beedrill.
Storm clouds begin to appear and it rains. Ash, Brock, and Wilhemina are taking cover under a tree. Brock realizes that there is no way he will be able to stay with Wilhemina. Lightning begins to appear, and Brock takes care of Wilhemina. Ash decides to look for Misty once the storm is over. Misty, Pikachu, and Marill are also taking cover under a tree. Marill is buried deep in Misty's arms because it is scared of the storm. Lightning strikes again, and Marill begins to cry. It runs out of Misty's arms and into the clearing. Misty and Pikachu chase after Marill. Lightning strikes a tree. The tree is about to fall right on top of Marill when Misty jumps in and saves it. Misty scolds Marill for running off, but at the end she is glad that Marill is okay.
The storm ends and light shines again. Misty, Pikachu, and Marill are now crossing a bridge. The bridge isn't very sturdy, and they are high up above the ground. Suddenly, a mechanical arm shoots out, grabs the ropes of the bridge, and shakes it. Team Rocket comes out in their balloon. James presses a button, and another arm grabs Pikachu. Then the second arm grabs Marill. Misty reaches out and jumps onto the arm to save Marill. Meowth falls forward, but Jessie grabs onto Meowth. Meowth can't hold onto the mechanical arm anymore. He lets go, and Misty and Marill begin to fall into the river.
Suddenly, vines come out and grab Misty. The source of the vines is Chikorita, and it brings Misty to safety. Wilhemina is glad to see Marill again. Ash orders Chikorita to use Razor Leaf. The leaves blow a hole into the balloon, and Team Rocket lands on the ground. Pikachu is free from the mechanical arm. Team Rocket doesn't give up yet. They send out Arbok and Weezing. Misty sends out Poliwag. Arbok uses Poison Sting, and Weezing uses Sludge. Poliwag fires Water Gun at the Sludge. The sludge is doused out, and the water hits Weezing. The Poison Sting attack from Arbok aims straight for Misty. Marill uses its Water Gun attack to counter the poison. Finally, Pikachu uses Thunderbolt causing Team Rocket to blast off again.
Wilhemina sincerely thanks Ash and co. for finding Marill. She offers them to stay with her for awhile, but Ash tells her that they have to head to Azalea Town. Brock personally says goodbye to Wilhemina. Wilhemina and Marill head into their car, and they drive away. Brock is disappointed that he won't see Wilhemina ever again, and Misty is sad to see Marill leave. Ash and co. wave goodbye to Wilhemina and Marill as they depart.
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