Ash is busy training Starly for his first gym battle. He orders Starly to use Aerial Ace. Starly aims for the target with blazing speed. Before Starly can hit the tree, Ash orders it to fly up. Starly repeats the procedure again. It flies back down and aims for the target. Unfortunately, Starly begins to wobble around and crashes into the tree. Ash and co. run towards Starly. Brock sees that Starly has an injured leg, but it's not serious. He takes out a Potion and bandage and fixes Starly up. Ash notices that Starly's first Aerial Ace was pretty bad, but the second one was a lot better. With a little practice, Starly will have mastered the move.

Suddenly, Ash and co. hear some rustling in the bushes. A girl comes out. Ash and Dawn introduce themselves to her. The girl introduces herself as Rosebay. Brock tells her that she is very beautiful. Croagunk uses its Poison Jab on Brock and drags him away. Rosebay explains that she keeps track of the rarest Pokémon that live in the forest. She tells Ash and co. that they can help her watch the bird Pokémon with her. Ash, Dawn, and Brock all would love to help out.

Rosebay looks into her binoculars. She finds a Swablu's nest in a tree. Ash takes a look in her binoculars, and he sees it, too. Dawn takes a look, but she doesn't see any Swablu. Rosebay thinks for a moment and states that they need to find higher ground. When they are on higher ground, Rosebay looks through her binoculars again. She doesn't find any Swablu and concludes that something is wrong. She tells Ash and co. that the Swablu should have returned to their homes a long time ago. She notices that a bunch of other flying Pokémon have gone missing, too, and she doesn't know why. Ash and co. volunteer to help Rosebay with her work. Rosebay is grateful for this.

Rosebay leads Ash and co. into a forest that contains a colony of Hoothoot. However, there aren't any Hoothoot in the forest. Starly returns from the sky. Ash asks Starly if it found anything, and STarly shakes its head no. It decides to try again.

Meanwhile, a flock of Swellow are flying around the forest. They soon make contact with a large net. The net closes down on them, and the Swellow fall into a tunnel that leads to a cage. Team Rocket has been stealing all the bird Pokémon. Because all the bird Pokémon need to pass through the area that they are in, it's the perfect place to set up their trap. Team Rocket decides to give all the Pokémon to the boss, so that they are rewarded with wealth. Meanwhile, Starly sees another flock of Swellow in the valley. It decides to follow them. Suddenly, they make contact with the same net. The net comes down on them, and the Swellow and Ash's Starly falls into a cage. Starly sees the rest of the Pokémon locked in cages.

Ash has noticed that it's been a long time, and Starly hasn't returned. He's worried that something bad might've happened to Starly because of its injured leg. Rosebay states that she has figured out what might've happened to all the bird Pokémon. She points to the valley path up ahead and thinks that something could be going on there. Ash knows that something is going on, so the group decides to take a look at the valley path.

Team Rocket is relaxing in their base. James thinks that they should give their gift to the boss soon, and Jessie agrees. They tell Meowth to take care of it. Meowth thinks that they should have a vote. They play a game of rock, paper, scissors. Meowth loses, so he has to take care of it. Rosebay looks in her binoculars and sees Team Rocket. Then they see a Pidgeot getting caught in the net. Ash tells Pikachu to save the Pidgeot. Pikachu runs down and saves Pidgeot before the net can close on it. Brock realizes that Team Rocket has been stealing all the Pokémon. Ash tells Pikachu to go with Pidgeot into the forest and to round up all the Pokémon they can find. They may have a chance to break the net if there are enough Pokémon. Then Ash and co. decide to save all the captured Pokémon.

Meowth goes back underground where all the captured Pokémon are held. Seviper, Carnivine, and Cacnea have been guarding the door. Meowth walks up to a Swablu, and puts a ring around it. The ring traps the Swablu together so that it can't escape. Meowth plans on giving that Swablu to the boss. Before Meowth can leave, Hoothoot uses its Hypnosis attack on Meowth. Meowth falls under its spell. Starly commands Meowth to open all the cages. Meowth follows Starly's order, and it frees all the Pokémon. The Fearow begin to drill their way out of the underground room.

Ash and co. notice that Jessie and James are sleeping, so they quietly make their way underground. They climb down the ladder. Then they see all the Pokémon running around on the security cameras. Jessie and James hear something coming up to them. They look up and see an army of flying Pokémon led by Pikachu and Pidgeot. The army use their attacks on the net and breaks it. Ash and co. notice that Pikachu did it. Jessie and James quickly run into their base. They wonder what Meowth is doing. Back underground, all the flying Pokémon have escaped through the tunnel thanks to Meowth. Hoothoot heads out too and the spell breaks. Meowth wonders where all the Pokémon went. He sees Starly and blames the disaster on it. He signals Seviper, Carnivine, and Cacnea to come on over. Before they can attack, Ash and co. run up to them. They notice that all the Pokémon have escaped through the tunnel.

Jessie and James pull a lever, and the ground begins to shake. A huge robot comes out from the ground. A ladder is dropped for Meowth, Seviper, Cacnea, and Carnivine. They climb up the ladder and meet up with Jessie and James. Jessie and James demand to know what Meowth did with the Pokémon. Meowth tells them the story. This makes Jessie and James furious. Jessie presses a button, and the robot's arms transforms into a net. Then the robot begins to swipe at the army of flying Pokémon. Ash and co. dig their way out of the underground hole. Ash orders Pikachu to use Thunderbolt. Pikachu shocks the robot, but the attack has no effect on it. The robot's foot stomps on the ground. Its foot sinks into the ground, which causes the rest of the robot to fall apart. Team Rocket makes their way out of the mess.

Ash makes sure Pikachu is alright. Rosebay knows that everyone is alright. Team Rocket demands for all the Pokémon back, and they say their motto. Ash orders Starly to use Wing Attack. Jessie sends out Dustox who uses Gust. The strong gust of wind pushes Starly back. Then Cacnea uses its Pin Missile at Pikachu. Pikachu dodges the attack with Quick Attack. Brock sends out Bonsly. Dustox uses Gust on Bonsly, and Bonsly is pushed backwards. Jessie tells Ash and co. to give up. Dustox uses Gust on Bonsly again. Bonsly gets up and uses its own Gust attack. Brock realizes that Bonsly can use Mimic. Rosebay wonders what Mimic is. Bonsly tells her that it's a move where you can duplicate your opponent's attack. Dustox then attacks with Psybeam. Bonsly dodges the attack and uses Mimic again. It uses a Psybeam attack. The attack hits Dustox, causing Dustox to faint.

Team Rocket isn't finished yet. They decide to attack Ash and co. at once. Before Ash and co. can attack, Starly flies into the sky and glows with a bright light. Its bandages fall off, and Starly evolves into Staravia. Staravia hits Team Rocket with an Aerial Ace attack, and Team Rocket blasts off again.

Ash congratulates Staravia for beating Team Rocket. Dawn looks up Staravia in her Pokédex. Rosebay thanks Staravia for saving all the flying Pokémon. Now they are all safe. Now that Ash has a Staravia, he hopes to win more battles. Ash and co. wave goodbye to Rosebay, and they continue their journey towards Oreburgh City.