Ash and co. are in the middle of the forest preparing for lunch. Aipom finds a piece of fruit on a tree and grabs it. It looks down and sees that Piplup wants the fruit. Aipom sticks out its tongue at Piplup. Then Aipom hits its head on the branch of the tree. It drops the fruit, and the fruit lands in Piplup's mouth. Piplup happily eats the fruit. This gets Aipom mad. Aipom and Piplup begin to fight. Turtwig tries to stop the fight, but Aipom and Piplup push Turtwig out of the way. Both Pokémon glare at each other in anger as Bonsly runs up and down screaming. Aipom uses Swift, and Piplup fights back with Bubblebeam. The two attacks result in an explosion. Ash and co. hear the explosion, and they run towards the scene. They see Piplup and Aipom aggressively fighting each other. Turtwig steps in to break up the fight. Aipom uses Focus Punch on Turtwig, and Piplup uses its Peck attack. This makes Turtwig angry. It fires a Razor Leaf at both Pokémon and breaks up the fight. Ash thanks Turtwig for helping out.

Suddenly, Paul shows up. Paul tells Ash that he's doing some training for his Oreburgh gym battle. Ash says that he's going there too. Paul notices that Ash has caught a Turtwig. Ash tells Paul that his Turtwig is very strong, but Paul doesn't think so. Ash challenges Paul to a battle, and Paul accepts Ash's challenge. Paul sends out Chimchar for the battle, and Ash chooses Turtwig. Dawn reminds Ash that Chimchar has an advantage because it's a fire type. Ash doesn't mind because he's confident that he will win. Brock offers to be the referee for the battle again, but Paul tells Brock not to bother since he thinks the battle will be over quickly.

The battle then begins. Turtwig starts off with Tackle, but Chimchar dodges the attack. Then with blazing speed, Chimchar hits Turtwig with its Scratch attack. Ash notices that Turtwig didn't dodge the attack when he commanded it to dodge. Nevertheless, Turtwig uses Razor Leaf, but Chimchar dodges the attack. Then it uses Ember. Ash orders Turtwig to dodge the attack, but Turtwig still doesn't dodge, and it gets hit by the flames. Ash wonders why Turtwig won't dodge any attacks. Turtwig heals itself with Synthesis. Chimchar then uses Flame Wheel. Turtwig still doesn't dodge, and it gets hit by the Flame Wheel attack.

Suddenly, a net comes out of nowhere and captures Turtwig. Up in the air is Team Rocket in their balloon. Team Rocket says their motto. In the middle of the motto, Chimchar uses Ember on Team Rocket. Team Rocket is enraged at Paul for doing that. Paul tells Team Rocket that they are interrupting his battle with Ash. Ash demands for Turtwig back. Jessie says that they have Pikachu. However, she notices that Pikachu isn't with them, and that they have Turtwig instead. Jessie gets angry at James for capturing the wrong Pokémon. Paul notices that Team Rocket is very pathetic. James sends out Carnivine. Carnivine uses Bullet Seed, but Chimchar counters with Ember. Then Turtwig cuts the net with Razor Leaf, and Ash catches Turtwig. Pikachu uses Thunderbolt on Team Rocket, and Team Rocket blasts off again.

Suddenly, an explosion occurs causing Ash and Paul to fall off the cliff. Paul and Chimchar look down and find a tree branch to land on. They jump from branch to branch and land safely on the path. However, Ash and Turtwig fall straight into the water. Ash makes sure that Turtwig is okay. Dawn and Brock call out for Ash. Ash tells them that he is alright, and they plan to meet up at the far end of the forest.

Paul returns Chimchar back into its Pokéball and walks away. Ash notices this and decides to catch up with Paul. Ash asks Paul what he is doing. Paul tells Ash that he is leaving the forest. Ash tells Paul that they should all leave together, but Paul thinks that leaving together is a stupid idea. He warns Ash about any nearby Stantler because they are in the Bewildered Forest. Then he finally leaves. Dawn and Brock are trying to find a way out of the forest. Dawn looks at Brock's guide book and notices that they are in the Bewildered Forest.

Ash and Turtwig continue their way on the path. Ash tells himself that if he keeps following the path, he will eventually make it out of the forest. Suddenly, a Stantler appears out of a bush. Ash looks up Stantler in his Pokédex. Stantler creates an illusion for Ash and Turtwig. They begin to walk but end up back at the waterfall. Ash and Turtwig don't know what happened. They walk back into the forest again and meet up with the same Stantler. Stantler uses the same illusion trick on Ash and Turtwig again. Ash tells Turtwig to bite his head. Turtwig bites Ash's head, and the illusion disappears. Suddenly, a whole bunch of Stantler appear. Ash opens up his Pokédex. He realizes that in order to avoid the illusion, you cannot look at their antlers. Ash accidently looks at the Stantler's antlers, and the illusion appears again.

Ash is soon awaken by Paul's Chimchar. He sees Paul, too. A Stantler walks up to Paul. Chimchar attacks Stantler with its Flame Wheel attack. While Stantler is being burnt, Paul throws a Pokéball and captures the Stantler. He uses his device to scan the Stantler. When he finds out that the Stantler he caught only knows Tackle, he releases the Stantler and walks away. Meanwhile, Brock asks Dawn about the Bewildered Forest. Dawn tells Brock that there's a group of Stantler in the forest that confuses anyone they see. Brock hopes that Ash is okay. Dawn says that you'll be fine as long as you don't look at the Stantler's antlers. Then they walk into the forest to search for Ash.

Ash finds an apple on a tree and gets it. He gives the apple to Turtwig, but Turtwig doesn't accept the apple. Turtwig wants Ash to eat the apple himself. Ash hears Turtwig's stomach growl, and he splits the apple in half. He gives half of the apple to Turtwig. Turtwig accepts the half and eats it. Suddenly, another Stantler pops out of the bushes. Ash immediately closes his eyes and runs, but he runs right into a tree. A swarm of Beedrill appear, and they begin to chase Ash. Dawn and Brock see Ash running their way. Then they see the Beedrill, and they begin to run, too. Ash runs right into an Ursaring. The Ursaring stomps on the ground, scaring the Beedrill away. Dawn looks up Ursaring in her Pokédex. Ursaring isn't too happy right now. It's about to attack Ash when Turtwig jumps onto Ursaring's face. This makes Ursaring even more mad. Turtwig then tackles Ursaring. Ursaring attacks, but Turtwig dodges the attack. Then Pikachu uses Iron Tail, and Turtwig uses Razor Leaf. This combination makes Ursaring even more angry.

Ursaring uses Hyper Beam to create an explosion. It chases Ash and co. out of the forest. Ash and co. see Paul up ahead. Paul orders Chimchar to use Flame Wheel. Chimchar attacks Ursaring, and then Paul throws a Pokéball and captures the Ursaring. Dawn is impressed that Paul was able to catch it. Paul scans the Ursaring. He finds out that it isn't bad, so he decides to keep it. Paul notices that Ash still has Turtwig. He wonders why Ash would keep such a pathetic Pokémon. Ash tells Paul that working with your Pokémon will make it stronger. Ash challenges Paul to another battle. Paul accepts Ash's challenge.

The battle is between Turtwig and Chimchar. Turtwig starts off with Tackle, but Chimchar dodges it and uses Scratch. However, this time Turtwig dodges the Scratch attack. Then Turtwig uses Razor Leaf, but Chimchar fights back with Ember. Turtwig then charges towards Chimchar with a Bite attack, but Chimchar uses Dig to dodge the attack. Paul commands Chimchar to use Scratch. Because Chimchar is underground, Turtwig can't tell where Chimchar will appear next. Chimchar pops out from behind and scratches Turtwig. Turtwig charges towards Chimchar again, but Chimchar uses Dig again. Then it scratches Turtwig again. Ash has had enough. He orders Turtwig to use Razor Leaf in the holes. The Razor Leaf hits Chimchar. Paul then orders Chimchar to use Ember. Chimchar uses the attack, but Turtwig dodges by going into one of the holes. So Chimchar uses Ember in the holes, and the fire attack hits Turtwig. Turtwig takes double the damage because its a grass type. Turtwig recovers by using Synthesis. Chimchar uses Flame Wheel again, but Turtwig dodges by going into the hole. Chimchar is about to use Ember when Turtwig jumps out of the hole and bites on Chimchar. Chimchar then jumps into the hole with Turtwig. Because Turtwig can't dodge any attacks in the hole, Chimchar uses Flame Wheel. The powerful fire attack does some major damage to Turtwig. Turtwig is still able to stand, however. It uses Tackle, but Chimchar counters with Flame Wheel. The attack knocks Turtwig out, and Paul wins the battle.

Ash apologizes to Turtwig for letting it down. Dawn and Brock tell Ash that he battled well. Chimchar cheers for its victory. Paul returns Chimchar back into its Pokéball. Ash asks Paul if he can say anything nice, but Paul doesn't have anything nice to say. Paul then walks away, and Ash swears that he will never lose to Paul again.