While continuing their way towards Goldenrod City, Ash and co. find a place by the river for a break. Brock offers to cook up some lunch. Then Misty sends out all her Pokémon to play. Ash sends out Totodile for a swim. All the water Pokémon are having a lot of fun in the river. Totodile sees a trio of Magikarp flopping around in the water. Totodile begins to juggle the three Magikarp. Misty notices that Totodile is very talented. After the act, Totodile floats peacefully in the river. It looks behind a wall of rocks and sees an Azumarill singing. Totodile immediately falls in love with Azumarill. Totodile runs over to Azumarill and greets it. Then Totodile uses a Water Gun attack in the shape of a heart. Azumarill doesn't like Totodile, so it uses its Water Gun attack on Totodile and then walks away.
Brock tastes his stew and finds out that it is really tasty. Suddenly, he looks up and sees a Golduck wandering around. Misty wants to capture the Golduck, but Brock thinks they should wait and see what the Golduck is doing first. A trainer walks up to Golduck. Brock falls in love with the trainer, and he asks her if she needs any help. He introduces himself to the trainer, and then he asks for the trainer's name. She introduces herself as Trixie. Ash asks Trixie if she is looking for something. Trixie states that she is trying to find her Azumarill. Azumarill comes running down, and it hides behind Trixie. Ash looks up Azumarill in his Pokédex. Totodile runs out of the bushes and sees Azumarill. It shows its love to Azumarill, but Azumarill turns away. Then Azumarill looks up at Golduck and blushes.
Trixie leads Ash and co. to a Pokémon Circus building. She explains to them that she has loved circuses and Pokémon all her life, so she trained her Pokémon to act in a circus. Trixie adds in that she has been having a problem with Azumarill. Right before the show starts, Azumarill always disappears. So now she spends more time finding Azumarill than training it. Brock decides to help set up the show. He wants it to be perfect for Trixie. Totodile also wants to help. It brings out a pool, fills it with water, and puts Azumarill in it. Azumarill uses its Water Gun on Totodile and stomps away. Ash wonders what Totodile is doing. Brock tells Totodile to not give up on Azumarill.
The circus begins, and Trixie begins to perform her act. She places a Marill in her hat, taps the hat were wand, and then a flock of Pidgey fly out of her hat. Then the flock of Pidgey fly back into the hat. Trixie taps the hat again with her wand and Marill comes out. Ash and co. think Trixie is great. Then Azumarill appears on stage. It uses its Water Gun attack to juggle a few juggling balls. Totodile thinks Azumarill is great. It jumps out of Ash's arms and walks onto stage. Totodile begins a juggling act on its own. The audience throws things for Totodile to juggle. Azumarill becomes angry with Totodile, and it stomps off the stage. Ash gets up and tells Totodile to get off the stage. Totodile walks away, and Ash and Pikachu catch the things Totodile was juggling. The audience cheers. Brock thinks he should teach Totodile how to be successful in love just like him. Meanwhile, Team Rocket has been watching the performance from outside. They plan to steal Pikachu and Azumarill so that they can start their own circus.
Ash apologizes to Trixie for wrecking the show. Trixie tells him not to worry since the audience seemed to like it. Misty asks Ash if he has seen Brock. Ash says he hasn't, and Misty wonders if Brock is with Totodile. Brock is with Totodile. He gives Totodile a can of food to give to Azumarill as a present. Totodile takes the gift and walks up to Azumarill. It presents the gift to Azumarill, but Azumarill turns away. Totodile insists that Azumarill accepts the gift, and Azumarill leaves. Totodile chases after Azumarill. Suddenly, a net springs out and captures Azumarill.
Brock shouts out to Azumarill and Totodile. Ash and Misty meet up with Brock. They see Azumarill caught in the net and being pulled away. Totodile is chasing after Azumarill. Azumarill goes behind the bushes. Then Team Rocket comes out and says their motto. Azumarill is dangling from their balloon. Ash tells Pikachu to use Thunderbolt. Before Pikachu can shock Team Rocket, Meowth takes out a missile launcher and fires it. A cage shoots out and capture Pikachu. Then James sends out Weezing, and it uses Smokescreen. Team Rocket begins to make their escape. Totodile runs out of the smoke. Azumarill's ribbon falls off and lands on Totodile. Totodile is angry at Team Rocket. It jumps into the river and chases after them.
Ash and co. tell Trixie that Team Rocket captured Azumarill and Pikachu. Misty suggests that search for Team Rocket on the other side of the forest. Meanwhile, Team Rocket has landed near their base. They are trying to get Azumarill to perform for them, but Azumarill refuses to perform. At the end, Azumarill ends up using Water Gun on Jessie's face. Both Jessie and James are angry at Azumarill. Before they can attack, Meowth steps in and says that they have to be nice to Azumarill or else they will lose money. Jessie and James agree. They prepare a big banquet for Azumarill. Azumarill refuses to eat any of it. Jessie and James get angry at Azumarill again. They are about to attack Azumarill when they get sprayed by a blast of water. It's Totodile! It has come to rescue Azumarill. Meowth throws a muzzle on Totodile's mouth to prevent it from using any attacks. Then Meowth ties Totodile up.
Meanwhile, Ash and co. are searching for Team Rocket's base. It's getting dark, so they decide to search for them tomorrow. At night, Team Rocket is sleeping in their base. They have all the Pokémon in cages. Totodile gives the ribbon back to Azumarill. Azumarill cries in joy. The next day, Trixie sends out Pidgey to find the balloon. Team Rocket puts all three cages into their balloon. They know the boss will pay them well if they sent him three rare Pokémon. Then Team Rocket begins to lift off. Ash and co. see the balloon. Pidgey punctures a hole into the balloon, and Team Rocket falls to the ground. The cages roll out of the balloon. Ash grabs the Pikachu's cage, and Brock grabs onto Totodile's cage. However, Team Rocket still has Azumarill's cage.
Trixie sends in Golduck to get Azumarill. Jessie sends out Arbok, and James sends out Weezing. Golduck unleashes a powerful Water Gun attack on Arbok and Weezing. Then Ash sends out Bulbasaur. Bulbasaur uses its Razor Leaf to break open Pikachu and Totodile's cage. Then Totodile uses its Water Gun to knock down Team Rocket. Bulbasaur grabs onto Azumarill's cage with its Vine Whip, and then Pikachu hits Team Rocket with its Thunderbolt. Team Rocket blasts off again.
Bulbasaur then uses its Razor Leaf to break open Azumarill's cage. Azumarill is very happy. Brock tells Totodile to run over to Azumarill. Totodile begins to run, but Azumarill runs right past Totodile and into Golduck's arms. Ash and co. are surprised. Misty states that Azumarill likes Golduck, not Totodile. Trixie now understands why Azumarill has been acting strange lately. It is lovesick over Golduck. Brock tells Totodile that it can't win them all the time. Then Ash and co. say goodbye to Trixie. Ash tells Totodile that they have to go, but he sees Totodile eyeing a Quagsire. Totodile falls in love with the Quagsire, and it runs over to it. However, Quagsire isn't interested in Totodile, and it runs away. Totodile chases after Quagsire, leaving Ash and co. chasing after Totodile.
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