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It's another beautiful day at Oak's lab. A black helicopter flies by, awakening Noctowl. It looks up at it from a branch as Snorlax continues to sleep below. Professor Oak is busily doing some research on his computer and Tracy offers to do the morning feeding. He and Bayleef bring the food to the Pokemon, who gather around and begin to eat. Tracy comments that Ash says hi to all his Pokemon and they cheer up.

Meanwhile, the black helicopter lands in the forest just outside the lab. A giant red R is on the front of it, revealing that Team Rocket is involved. Two agents cover up the helicopter with a tarp, then head to the lab. They turn out to be Butch and Cassidy, who are spying on the lab with binoculars. Cassidy remarks that Oak has lab full of Pokeballs kept here, and they would be perfect for Team Rocket. They begin to imagine thousands of Pokeballs littering the base, and become excited.

The two continue to spy, knowing that this is a great time to act. They know Oak is too into his work, and Tracy is busy feeding the Pokemon, so they head off. Meanwhile, Tracy and Bayleef head back with empty cans of food. The doorbell rings and Tracy answers it to find a Magikarp being shoved in his face.

The same Magikarp salesman that swindles James appears. He begins his usual Magikarp speech to Tracy, but he doesn't buy into it. Oak approaches and asks who is at the door. Tracy tells him and Oak becomes aggravated, saying Pokemon should not be sold. The salesman gets frightened and grabs his Magikarp. He rushes off as fast as he can. Oak sighs, exclaiming that people need to learn Pokemon are not for profit.

The doorbell rings again and Tracy becomes aggravated. He opens the door, exclaiming that they aren't interested. He then notices Ms. Ketchum and Mr. Mime at the door. He laughs embarrassedly. She seems a little saddened, asking Tracy why he doesn't want the picnic she prepared. Tracy explains what happened, and she forgives him. She walks inside and Oak greets her.

Meanwhile, Bulbasaur is doing its morning runs. It notices some grass Pokemon walk by, then it notices a weird Nidoqueen and Golem. They walk by, leaving Bulbasaur confused. It turns out that these Pokemon are actually Butch and Cassidy in disguise. Cassidy laughs, exclaiming that these costumes are perfect. Bulbasaur shrugs then walks off.

Totodile dances around as the two pass it by. It notices them and happily follows. It then water guns both of them in the face, and Butch becomes aggravated. He kicks the dancing 'dile away, which angers Totodile. It goes to water gun him, but Butch pulls out a concave lens, which reflects the attack right back. Totodile is knocked into the bushes as the rockets press on.

Cassidy and Butch take off their masks to get some air. They spray water on themselves, exclaiming that it's hot in these costumes. An Oddish notices this and rushes to Bulbasaur. It explains to it what it saw and leads Bulbasaur to where it saw them. When they get their, the rockets are nowhere in sight. Meanwhile, the disguised rockets continue on. Cassidy accidentally steps on Ash's sleeping Cyndaquil. It gets aggravated and flairs up, but Butch just douses it with a fire extinguisher. Bulbasaur and Oddish approach to see Cyndaquil doused, and Bulbasaur becomes angry. Oak and Ms. Ketchum talk about Ash and his friends when Bulbasaur knocks on the window. Ms. Ketchum alerts Oak of this, and he informs her to tell it that he's busy right now. Delia opens the window and tells Bulbasaur this, and it becomes sad. Bulbasaur then wakes up Noctowl and tells it to fly around and search for the weird Pokemon. It does so, and then Bulbasaur heads to Tracy. It tries to explain to Tracy, but he doesn't seem to believe it. Bulbasaur then grabs him with its vines and drags him off.

Meanwhile, Butch and Cassidy have reached the lab. Noctowl flies above and uses foresight to see through the costumes. It then flies off to find the others. The rockets remove their costumes and use a suction pad to pop out the window. They leap inside and notice the coast is clear. They begin to laugh, exclaiming that this is too easy. They then shut up, knowing they have to be quiet.

Noctowl finds Bulbasaur and co and flies down to warn them. Tracy understands, and the group follows it. Delia and Oak continue their conversation as the rockets listen in. They then close the door and head towards the Pokeball lab. Inside, they become excited at how many Pokeballs there are. They then begin to snatch them.

Outside, Tracy and co find the broken window. He rushes inside and informs Oak that there are trespassers in the lab. They search the rooms and soon find the Pokeball lab empty! The group begins to think who could've done this, and Tracy suggests that Jessie and James did. Oak mentions that Ash said something about them following him to Hoenn, so they exit the lab to look for the perpetrators. Outside, Tracy tells the Pokemon to go look and inform all the others what happened.

The Pokemon begin to spread the word, each one passing it on to the next. The commotion eventually wakes Snorlax up. Delia asks Mr. Mime if it found anything, but it shakes its head. Oak says they can't get far with all the Pokemon looking, and Delia hopes he's right.

Meanwhile, Butch and Cassidy have put their costumes back on and now push a cart that is disguised as a Muk. They gloat at their catch when a Nidoking pops out of the bushes. It spies Cassidy's Nidoqueen disguise, making her nervous. They walk by and it begins to follow them. It then grabs Cassidy and begins to hug her. She pushes it off, saying it's not her type, but it just hugs her again. She rushes away and it follows. She then begins to kick it, which aggravates it. It picks her up and tosses her far away. She lands wit a thud and slowly gets up. Butch appears with the cart seconds later and asks if she's all right.

Suddenly, Muk appears! It seems to like the Muk cart, angering Butch. He tries to push it off, but ends up being smothered under it. Noctowl continues its search and spies a huge tarp. It uses foresight to see the Team Rocket helicopter, and it flies to Tracy, informing him of this. The group heads towards it.

Muk now has both rockets under him and won't let them go. Totodile approaches and sees Butch. It remembers what happened last time and wants to water gun him again. Butch deflects it again, but Totodile dodges and water guns him into a tree. Cassidy then takes this time to run, and the two of them rush away with the cart full of Pokeballs. Totodile and Muk look on confused. Totodile dances a bit, and then runs off as well.

Tracy and co have made it to the helicopter, and Bulbasaur removes the tarp with its vines. Meanwhile, Totodile informs Delia and Oak of what it saw. All the Pokemon are now heading toward the copter. Butch ad Cassidy are running like heck, not caring that their masks have come off. They find their helicopter, only to see Tracy and the Pokemon in their way. They then look back to see Oak, Delia, and the rest of the Pokemon behind them. Tracy tells them to give up, but they refuse.

The two rockets say their motto, and Tracy remembers them from the Orange Islands. He remarks that they are the equivalent of Jessie and James, angering Butch. Oak tells them to hand over the Pokeballs and go, but they won't have it. The two release Hitmontop and Houndour. Oak doesn't get why they would fight, as they are greatly outnumbered. Tracy then calls out Scyther and Delia sends in Mr. Mime.

The battle begins with an ember from Houndour. Mr. Mime creates a wall and blocks the attack. Hitmontop tries to break it, but it just bounces off. Oak then tells Bulbasaur to use vine whip, and it smacks Houndour. Scyther then uses slash on Hitmontop. Houndour leaps for Mr. Mime, but Delia has it use double slap. Tracy remarks that Ms. Ketchum can really battle, and she laughs.

Butch tells Hitmontop to use rolling kick, but Bulbasaur spins it towards them with vine whip. Scyther then takes it out with slash. Oak then orders Cyndaquil to burn them with flamethrower, and Bulbasaur then solar beams them. Oak remarks on how well Ash has trained his Pokemon. He then has Totodile send Butch and Cassidy blasting off with a water gun.

The Pokeball cart is left behind and all the Pokemon cheer. Oak thanks them all for helping to get the Pokeballs back, and they all enjoy a good laugh. Soon, the Pokeballs are returned to the lab and everything goes back to normal. Bulbasaur walks out to do its morning runs, and smiles as the episode ends.

Special Thanks to GoldenNoctowl77 for writing This for us