A boy gets bullied by some students. Ash and Misty manage to chase them away and learn they are members of Pokémon Tech school. Though Misty manages to get the boy, Joe, to learn that battles are different than virtual simulations, a girl named Giselle appears. Not amused by her look, Misty challenges her to a battle to prove the importance of true battles.
At the start of the episode, Ash and Misty were fighting about her bike again. In an attempt to get them to stop fighting, Brock pulled out of his backpack a table, some chairs, and everything you need to make a cup of tea. Brock sent Ash to collect some firewood.
When Ash and Pikachu were looking for firewood in a forest, they come across a group of boys wearing suits. One boy was running on a treadmill while the others quizzed him about various Pokémon. The boy misses a question and the other boys make fun of him. Ash interrupts and defends the boy. The boys say that they are students at the Pokémon Technical Institute, which is a boarding school that teaches Pokémon trainers. The group leaves, saying that they don't want to fight Ash. While Brock started reading the school's brochure, Pikachu started the treadmill and began to run on it. Brock reads that the school trains students, that they don't have to collect badges, and graduates are automatically entered into the Pokémon League. The school has very high fees, allowing only rich children go there. Brock inadvertently leans on the treadmill, making it speed up and causing Pikachu to go flying off. Ash wanted to know where the school was and the boy pointed right in front of them. The fog cleared and revealed they were right near Pokémon Tech all along.
The boy that was running on the treadmill, Joe, defended his "friends" stating they were trying to help him, he said he sometimes pretends to not know the question so he does not have to do the tougher questions. When Misty asked what the teachers said Joe replied "They don't even know about it, or if they do they pretend not to." Ash became upset at this "tutoring" system and demanded to speak to the student in charge. The head of the class was an attractive girl, causing Brock and Ash drool over her picture infuriating Misty. Ash then called Misty " someone who treats you bad and looks even worse" making Misty even more angry.
Jessie and James, who are following Ash, reveal that they were students at Pokémon Tech, but flunked out. Being led there by Ash was bringing back bad memories for the both of them. Meowth was trying to cheer them up.
Meanwhile, Joe led Ash, Misty, and Brock to the head student's, Giselle, study area. Joe says that its a person's overall skill as trainer, not just one battle that determines a person's success at Pokémon Tech. He also says that even though he is the weakest student in his class, he is still better than someone with two badges. Misty got mad and Joe said that he's familiar with her gym and always beats the Pokémon she uses most on the battle simulator. Misty challenged Joe to a real battle, and Joe told her, "You'll be sorry."
Misty brought out her Starmie and Joe brought out his Weepinbell, a Pokémon that has a type advantage over Misty's Pokémon. Still, Starmie beat Weepinbell. Giselle walked in and made fun of Joe for losing and called him an embarrassment to the school. Brock and Ash swooned over Giselle, who was very pretty. Even James, who was hiding in a tree with Jessie, liked her. Meowth says she is not as cute as him, so Jessie and James sent him blasting off. Giselle continued to torment Joe and threatened to make sure that the other students couldn't help him anymore.
Misty challenged her saying that a true friend wouldn't let down a friend in need and that Giselle's beauty is only skin deep. Giselle laughs and calls Misty jealous. She summons her Graveler to battle Misty. Misty sends out her Starmie to battle Graveler. Despite having the type advantage, Misty lost.
Giselle said that a Pokémon is only as good as its trainer and its level is high. Ash interrupts her saying that trainers need to be friends with their Pokémon. Ash says that he has two badges and Giselle laughs and calls him a beginner. When he says that he has been on his journey for two months, Giselle is surprised that he hasn't trained his Pikachu to go into its Poké Ball yet.
Ash says that his three Pokémon are his friends and Giselle is surprised that he only has three, beginners usually have six. She says that him winning two badges with only a few Pokémon was only luck. She is also surprised that Ash choose Pikachu as his first Pokémon because they are known to be hard to train. Pikachu and Ash are furious and demand to battle her. Giselle summoned her Cubone to battle Ash and Ash sent out Pikachu. Ash told Pikachu to use Thunder Bolt, but Cubone deflected it. Giselle told Cubone to use Leer but, Pikachu kept on making funny faces at Cubone. Cubone and Pikachu got into a staring contest until Giselle said to use Bone Club which hit Pikachu in the head. She then said to use Bonemerang and that knocked Pikachu out cold. When Cubone uses Bonemerang again, Pikachu gets up and jumps up and twists the skull on Cubone's head backwards so Cubone couldn't see anymore. The Bonemerang attack came back and hit Cubone, defeating him. Giselle was stunned that she had lost and Pikachu won without using electricity.
Team Rocket then appears and recites their motto, which after that, Meowth fall and splashed into the pool. Giselle and the students recognize them as the people that flunked out and attacks them as a mob. Team Rocket then runs off.
Joe decides to go home and start his journey over again and he asks Giselle for her picture she says that she has one of him because they are friends now. Maybe they will meet one day in the Pokémon League.
Ash asks Misty why they aren't friends like that. Misty says its because Joe doesn't owe Giselle a bike! After that, Joe and Giselle said their goodbyes to Ash Misty Brock and Pikachu, and the gang leave for Vermilion City once again.
- "I'm not letting you out of my sight Ash Ketchum until you pay for my broken bike." - Misty
- "My bike, my bike, that's all I ever hear from you!" - Ash
- "Right. And my name may be Misty, but I'm perfectly clear about what you owe me and youre not gonna get away without paying." - Misty
- "Maybe if you two had spent less time arguing and paid more attention to where we're going we'd already be in Vermilion City by now. Come on, we're already late. We gotta start the show." - Brock
- "Chu." - Pikachu
- "But they help me learn that Pidgey evolves to Pidgeotto at level 18. It learns Whirlwind at level 21, Wing Attack at level 31 and that as its level rises it learns various tricks. After evolving to Pidgeot it can fly at 1200 metres at speeds of up to Mach 2." - Joe about Pidgey
- "Beginners have the same qualifications as someone with two badges. The Intermediate class has the qualifications of four and advanced students have the same as six. If you graduate you can enter the Pokémon league without traveling around to collect the badges." - Joe about Pokémon Tech Qualifications.
- "Hey! If she's making your lives so miserable how come you carrying her picture around?" - Misty
- "I hate the way she treats us, but I like the way she looks." - Joe
- "Yeah and not like some other girls who treat you bad and look even worse." - Ash
- "WHTBE YOU TWO ARE SLOBBERING OVER THAT DOPEY PICTURE I'M GONNA FIND THIS LITTLE WITCH AND STRAIGHTEN HER OUT!" - Misty
- "That place brings back memories James." - Jessie
- "It certainly does Jessie, and all of them are awful." - James
- "Tell me your tale of failure again." - Meowth
- "We studied for the big test." - Jessie
- "So sure we would beat all the rest." - James
- "And here's the part I like the best." - Meowth
- "We frolicked that night, for our future seemed bright." - Jessie
- "But things weren't right." - James
- "We got the lowest scores in the history of the school." - Jessie and James
- "She's real pretty isn't she?" - Ash about Giselle
- "Yeah, she looks just like a movie star." - Brock
- "They like stars do they, I'll show them lots of stars." - Misty
- "I'd better do something." - Ash
- "Wise Pokémon trainers never get involved in a catfight."- Brock
- "I've heard of Team Rocket. You're the ones who got the worst grades ever on the entrance exams. How about your team versus our team." - Giselle
- "The two of us against all of them?" - Jessie
- "But the rules say one-on-one." - James
- "Bad guys don't play by the rules. Get em'." - Giselle
- "There are some things you just can't learn at school, and that's a good lesson." - Giselle contemplating about what happened.
- Who's That Pokémon?: Cubone (JA and EN)
- This is the first episode that Eric Stuart voices James.
- Pikachu's voice in this episode was provided almost entirely by Rachael Lillis due to the high amount of overlapping dub dialogue, with only the pre-title card sequence and certain clips during its battle with Cubone retained from the original.
- When Joe shows the gang a simulation battle, its design is similar to that of a Generation I battle.
- Joe explains about Pidgey's moveset and evolutionary stages of Generation I.
- In the beginning of the episode Brock had broken the fourth wall by saying "We're already late. We gotta start the show."
- This is one of the rare episodes where the "levels" are mentioned.
- This episode is also one of the rare instances where Ash shows romantic feelings for a girl (Giselle).
- This episode reveals that both Jessie and James both flunked out of Pokémon Tech.
- In the original while it's revealed that both Jessie and James have attended Pokémon Tech, as they're recalling the time they've been there, it's revealed that Jessie has passed and James have failed, while in the dub it's revealed that both have failed.
- Moreover, Giselle remembers that both Jessie and James flunked out of the entrance exam in the dub.
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