While heading to Goldenrod City, Ash and his friends take a lunch break and decide to let their Pokémon come out and play, including Ash's new Totodile. Totodile then hears the siren song of an Azumarill and instantly falls in love, but Azumarill does not return the feelings of Totodile when they first meet. Soon Ash and co. meet Trixie, a Pokémon magician and soon she and her Azumarill are reunited thanks to Totodile. Later, Team Rocket swoops in and steals Trixie's Pokémon. Will Totodile be Azumarill's knight in shining armor, or is their love never meant to be?
The heroes come to a lake and Misty and Ash agree to Brock's idea of cooking beef stew. Misty sends her Pokémon to play, though Psyduck cannot swim, so Misty picks it up. Ash sends his new Totodile, who swims in the water. Seeing the Magikarp, he juggles them using Water Gun. Totodile enjoys its time and hears a Pokémon singing. It sees it and falls in love, coming to it, making a heart of Water Gun and trying to entertain it. Azumarill just uses Water Gun to cool it down. Totodile still follows it. As Brock cooks, Misty spots a Golduck and tries to catch it. Brock stops her and observe as Golduck searches for something. Suddenly, a woman comes and sees they have no luck finding it. Brock comes and offers his help to please her. The woman introduces herself as Trixie, making Brock happy for such a name. However, Misty ends his joy by pulling his ear.
Ash apologizes in Brock's name and asks what is she doing. Trixie tells she is searching for Azumarill, who appears before them and hides behind Trixie. Totodile appears and goes to Azumarill and trips over. Ash goes to it, but Totodile stands up and attempts to charm Azumarill, who is charmed by Golduck. The heroes come to Trixie's circus. Trixie admits it is fun, but their star, Azumarill, does not work much as it should. Azumarill was happy but it started going away after Golduck joined the circus. Brock passes by with a flashlight, trying to help out a bit. Totodile does so as well, placing a pool and Azumarill in it, filling it with water. Azumarill just responds by using Water Gun on it. Ash wonders why is Totodile so goofy, while Misty tells him he will understand when he is older. Brock supports Totodile not to give up on her.
Trixie has her show. Her trick is that her Marill jumps in a hat and Pidgey come out instead. The Pidgey come inside the hat and Marill appears once more. The heroes are impressed by her performance. The next act is Azumarill's, who uses Water Gun to juggle some balls in form of a heart, star and whirlpool. Totodile is amazed by her and comes, using Water Gun to help her out. People throw objects at Totodile, whose Water Gun levitates those objects. Azumarill gets angered and leaves the stage. Ash goes to Totodile, who stops using Water Gun. The objects fall on Ash and Pikachu, who manage to collect the items. Brock sees that he cannot allow Totodile like that and promises to teach it how to be successful in love like him, making Misty ask "You?". Team Rocket observed and plan to capture Azumarill and Pikachu for their own show. Later, Ash apologizes for wrecking the show, but Trixie tells the crowd loved the act. She knows Azumarill should feel that she has to share the spotlight. Misty asks if they saw Brock around, since he is nowhere to be found and must be with Totodile.
Brock tells Totodile since love is war, he needs ammunition to win it, giving it his food to impress Azumarill. Totodile takes the gift (with Brock telling it courage leads to victory) and tries to give it to Azumarill, who is not impressed and runs away. Brock sees it will be a long war. Suddenly, Azumarill gets captured, so Totodile goes to save her. Ash and Misty come, seeing Team Rocket in the balloon with the captured Azumarill. Pikachu jumps to use Thunderbolt, but Meowth captures him as well. James sends Weezing, who distracts the foes with Smokescreen. Totodile comes and catches Azumarill's ribbon. Team Rocket taunt Totodile, who gets enraged and swims in the lake to track Team Rocket. The heroes tell Trixie what happened and Brock blames himself for this. Misty states that Team Rocket are heading for the forest on the other side of the lake and Ash states to hurry or Pikachu and Azumarill will never be seen again.
Team Rocket try to get Azumarill to perform. Jessie whips to the ground, but Azumarill ignores her. James throws a ball at Azumarill to juggle, but Azumarill pushes it back on his face and uses Water Gun on Jessie. Jessie and James get angry, but Meowth and Wobbuffet stop them, as the Azumarill will bring show and money. Jessie and James back down, with Jessie calling Wobbuffet back. Totodile comes and sees Team Rocket's balloon. Azumarill has lunch, but she ignores it, making Jessie and James very angry. Azumarill continues to ignore them, so they strike, but get stopped by Totodile's Water Gun, knocking the table by that attack. Totodile goes to save Azumarill, but Meowth ties it up, making Team Rocket glad they have one more member for the show. The heroes search, but since it is getting late, they stop the search for tomorrow. During the night, Azumraill gets saddened, but Totodile cheers her up by dancing and giving her the ribbon she lost.
Next day, Trixie sends her Pidgey to scout, while Ash wishes he still had Charizard. Team Rocket places the Pokémon in their balloon. Though Team Rocket knows the show will not be realized, they are glad the boss would pay handsomely for the Pokémon they captured. The heroes see their balloon, so Pidgey uses Quick Attack, piercing their balloon, causing it to crash. Ash and Brock retrieve Pikachu and Totodile, wanting Azumarill back. Jessie and James send Arbok and Weezing, but they get pushed by Golduck's Water Gun. Ash sends Bulbasaur, whose Razor Leaf cuts the cages of Pikachu and Totodile. Totodile uses Water Gun, causing Team Rocket to fall down and Bulbasaur to get Azumarill back with Vine Whip. Pikachu's Thunderbolt sends them blasting off. With Razor Leaf, Bulbasaur frees Azumarill.
Azumarill runs, so Totodile goes to hug her. However, she passes, hugging Golduck instead, shocking the gang. Misty and Brock see Azumarill loves Golduck, not Totodile. Trixie sees why Azumarill behaved so strangely, while Brock comforts Totodile, telling it needs to continue to fight for love and be courageous. Before departing, Brock flirts with Trixie for a final time so Misty pulls his ear. Ash tells Totodile to come to him, but the heroes see Totodile falling in love with a Quagsire, so Brock tells Totodile to use everything he taught it. Totodile runs after Quagsire, so the heroes follow it.
- "Sometimes my friend Brock goes goofy when he meets pretty girls like you." - Ash
- "I see." - Trixie
- "You can't expect to win every single battle, but love's worth fighting for and if you're brave and courageous and never quit you can come out a winner, just like me." - Brock
- "Trixie, it's time for us to part, but rest assured, that whenever you need me I will fly to your side the moment you call, even if you call Collect." - Brock
- "Hang it up, Brock." - Misty
- The "Who's that Pokémon?" in this episode is Furret.
- Ash's eyelids were colored wrong in one scene.
- Meowth says that Totodile uses his tail as a chew toy, yet Snubbull is the only one who has bitten his tail, while Totodile bites Jessie's hair.