Ash, Misty, and Brock find themselves completely lost as they look for the location of the Fuschia Pokemon Gym. Misty trys to trick Brock into trading his Vulpix for Misty's headache prone Psyduck. As they head off though, a pair of red eyes watches them from inside a bush. As they make their way around the surrounding area we find the group attempting to cross a wooden bridge. Ash seems to have an irrational fear of falling. Pikachu points to an old looking building in the distance. The three decide to head there to ask for directions. As they enter the same Pokemon, a Venonat, lurks in a nearby tree watching their arrival.
They walk around the place for a while but the building seems to be deserted. Misty leans on a wall only to have it swing shut. Brock analyzes the wall, finding out its a secret door. The Venonat suddenly appears in front of the group. Venonat, a Bug Pokemon, its eyes function as radar allowing it to see in the dark. says Ash's Pokedex. It leads them out from behind the secret door and straight into an electric trap. Voltorb, the identity of this Pokemon is unknown. It likes to use attacks such as Selfdestruct. They take off before the Pokemon can explode. Ash runs off after the Venonat once again only to sprint smack into an invisible wall.
They begin to suspect they have fallen into someone's trap. The Venonat appears once again. Ash angrily runs after it into another room and is attacked by various shuriken. Misty and Brock run after him. Just then a pink wearing girl jumps out of nowhere, introducing herself as Aya the ninja. Misty and Ash try to tell her off for attacking them, but Brock is once again overwhelmed by the woman's beauty. She snaps back saying that they should no better when entering a ninja academy and challenges Ash to a battle.
Ash, of course, accepts and releases Bulbasaur to battle Aya's Venonat. Bulbasaur begins with a tackle that is easily countered by Venonat. It then sends out a flurry of Stun Spore while in the air. Bulbasaur manages to blow this away with a Whirlwind attack and follow it up with several Vine Whip strikes. When Venonat jumps into the air it hits Bulbasaur with its Psybeam. Finally, Bulbasaur manages to land a leech seed on top of its opponent, slowly sapping its energy. Aya is forced to return her Pokemon as Ash claims victory. All of a sudden a Voltorb rolls into the middle of the room and selfdestructs, spewing forth a cloud of smoke.
A second ninja, this time an older man in navy blue, appears out of the smoke. Aya drops to her knees, honoring her older brother. He introduces himself as Koga, leader of the Fuschia Gym. Meanwhile, Meowth, Jessie, and James look from afar. They quickly plot to steal all of the poison Pokemon inside of the Gym. Back inside Ash and Koga get ready to start their battle in order to win a Soul Badge. Koga declares a two on two Pokemon battle. Koga starts out with another Venonat and Ash begins with his Pidgeotto.
Ash is smug at the sight of another Venonat after his inital victory. Koga laughes this off as his Venonat evolves into Venomoth. Venomoth, an evolved form of Venonat. Tiny scales on its wings disperse various spores when they are flapped. says Dexter. Venomoth unleashes a stream of Stun Spore. Pidgeotto tries to blow it away with its wings but is quickly overwhelmed. Koga goes for a second status condition by using a Sleep Powder attack as well. His Pokemon asleep, Ash is forced to swap Pidgeotto out for Charmander.
Koga leads off again with Stun Spore, but Charmander manages to blast through it with a Flamethrower attack. Just then their battle is interrupted by a cloud of smoke and arrival of more people. It is clearly Team Rocket in traditional eastern costumes that swiftly recite their motto. They allege that they are about to steal all of the Gym's poison Pokemon and send out Arbok and Weezing to do battle. Koga and Ash join forces to take them out. Venonat, Venomoth, and Charmander all attack. However, James and Jessie use a strange web trap to stop them in their tracks. Misty prepares to send out Starmie, but Psyduck pops out of its Pokeball instead. She tries to use various of Psyduck's moves, but it performs them all equally poor. Team Rocket merely laughes at its failure. Arbok chops it on the head causing it to run in panic.
Koga decides to try a different approach. He pulls a string hanging from the ceiling and dozens of Voltorb fall from top of the room. James and Jessie snatch them up in the same web as before but the Voltorb just explode on them. Ash, Misty, Brock, Aya, Koga, and their Pokemon managed to escape to a slanted room. They try to pull the gunk off Pikachu but it seems to be uneffected by anything they try. Using an explosion of their own, Team Rocket rejoins the fray. Psyduck starts running around in a panic again. Misty trys to return it to its Pokeball but it manages to avoid it. Meowth gets mad by this annoying show clicks Psyduck. As its headache reaches its peak Psyduck suddenly stops moving. Then it releases a series of psychic attacks, finally utilizing Confusion to send Team Rocket "blasting off again", as well as removing the webbing from all the Pokemon.
Dexter tells them that Psyduck can become stronger when its headache gets worse. Koga offers a trade for his Venomoth, but unlike earlier in the episde, Misty claims that she wouldn't trade it for any Pokemon in the world. Team Rocket at last out of the picture, Ash and Koga decide to finish their gym match. They restart the battle outside in a courtyard. Ash sticks with Charmander as Koga sends out Golbat. Golbat dive bombs Charmander with a few Wing Attacks before Charmander can keep it at bay by sending Embers off of its burning tail.
Koga commands a screech attack that forces Charmander to stop its attack. Charmander unleashes several Flamethrower attacks. The last of which manages to singe Golbat's wing. It quickly follows it up with a huge Fire Spin that immerses it in a tornado of flames that knock it out. Respectful and grateful to the three travelers, Koga hands Ash a Soul Badge. Now with six badges Ash, Misty, and Brock head down the road as they prepare for more adventures on his road to become a Pokemon Master....