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Ash and his friends are now climbing the stairs towards the Fortree City Gym in order for Ash to challenge the gym leader. May is a little pooped but Max doesn't mind the exercise as long as he gets to see another gym battle. May then turns around and comments on how great the view is. The others follow suit and all of them begin to admire Fortree City below. Max thinks a city in the trees is cool and Brock begins to comment that all of the buildings are build as tree houses. Ash looses all attention for the city and wants to finish climbing the steps. Max follows and Brock laughs; exclaiming that Ash always has battles on the brain. May sighs and slowly follows.

The group makes it to the top where the gym doors are. A Skarmory statue is on the right while a Charizard one is on the left. Ash calls inside the gym declaring that he would like a match. A short brown haired man exits the building and greets them. Ash introduces himself and says he's here to challenge the gym leader. The man regrets to inform him that the gym leader is not present at the moment. Ash asks where she is and the man says she is attending Fortree City's annual Feather Carnival.

Max wonders what the Feather Carnival is. The man explains that the carnival is held every year to celebrate flying Pokemon and their bond with the city. May and Max seem intrigued and think it sounds cool. Ash immediately turns around and rushes back down the stairs. May asks where he is off to and he shouts back that he's going to the carnival to find the gym leader. May doesn't seem too thrilled to go back down the steps that she just recently scaled, but Brock says it's good training. Max makes a joke and the three slowly follow Ash.

The group enters the Feather Carnival to find many food and souvenir stands. May and Max want to shop for some supplies but Brock just wants to scope out the eye candy. (Meaning girls) Ash grows annoyed and grabs Brock by the ear saying the only one they are finding is the gym leader. Max begins to laugh and then notices something in the sky.

The boy points it out and the rest of the group looks up. A woman in a blue pilot outfit with long purple hair is flying children around on the back of her Skarmory. Max thinks the Skarmory is cool and Ash wonders if she is the gym leader. Brock just wants her to fly down into his arms. The woman talks with the child riding with her as the Pokemon flies over Ash and co. The group decides to follow it and talk to the woman when it lands.

Meanwhile, Team Rocket seems to be enjoying the carnival. Jessie is happily munching on a hamburger and cotton candy while they stroll through the stands. Meowth has a corn dog and a pop. However, James isn't enjoying the day as much as they are. Jessie grows annoyed when he sighs and Meowth asks him why he is so depressed. James replies that he doesn’t care for carnivals much. Jessie can't understand why anyone would hate such a fun event and James begins to explain.

When he was just a boy, James's parents drove their limo through a carnival that was near his mansion. He explains that he would peer out of the window at all of the stands and sulk at the fact that he couldn't go to one. Jessie and Meowth don't show any pity as he got all he wanted at home. James ignores them and continues to recall that day. He remembers passing by a stand that was selling a very cute Pokemon, Chimecho; which he states was the first Pokemon he loved and wanted. Later on that night, James took his Igglybuff bank and rushed back to the carnival with hopes of purchasing his Pokemon love, but when he arrived, the carnival was packing up.

The flashback ends and James begins to cry; exclaiming that it's the carnivals dumb migrations that caused him to loose his chance at getting a Chimecho. He then realizes Jessie and Meowth booked it while he was talking and wonders where they went. In the Feather Carnival Square, the woman and her Skarmory are asking the children who wants the next ride. A small girl raises her hand and the woman selects her.

The woman places the girl on her Skarmory and assures a boy that he can have the next ride. Suddenly, Brock randomly appears and begins to flirt with her; explaining about his profession as a Pokemon Breeder. The woman nervously hears him out until Max pulls him away. Ash and May approach and May asks the woman if she can have a ride on Skarmory. The children begin to call dibs and one boy says the woman is the nicest gym leader there is.

Ash hears the words Gym Leader and is instantly on her. He says he has come from far away to challenge the gym leader of Fortree City to his sixth badge and challenges her. She stares at him for awhile and then introduces herself as Winona. She explains that she is not holding matches at this time, but she would be happy to battle him later on. Ash thanks her and she nods. She then returns to her Skarmory and begins to fly the little girl around.

Brock declares that she is like an angel. May really wants a chance at riding Skarmory. Ash says that they have some time to kill so they should let their Pokemon out to enjoy the festival. May likes this idea and tosses her Pokeballs releasing all of her Pokemon. Ash and Brock call out theirs and everyone begins to take part in the festivities. A few people ride some rising Pokemon machines while others toss yellow balls into Pelipper's mouth. Ash's Pokemon decide to go on some of the rides. One called the Haunted Flight is nearby; which is a ride where some Golbats pull a basket through a haunted forest.

Meanwhile, Meowth and Jessie continue to search the carnival while feasting. They begin to make fun of James and his obsession with Chimecho as they eat some dessert. Because they are too busy feasting they fail to notice a Chimecho float happily by them as it views the carnival. As the Pokemon take part in the rides, Max gets a turn riding with Skarmory. He now has a new found liking for flying Pokemon. May then gets her turn and waves down to Ash and co. Winona then has Skarmory speed up and May seems to enjoy it.

Ash comments on how much fun May is having. Brock then begins to remark on how much Winona is devoted to flying types. He explains that she focuses on their speed and even lives with them among the trees in tree houses. Brock then warns Ash that his match later at the Fortree Gym will not be an easy one. Ash doesn't seem worried and explains that he also shares a bond with his Pokemon that will test Winona's.

Pikachu, Skitty, and Swellow are all taking a ride on The Haunted Flight where they are scared by many ghost Pokemon. Skitty, however, doesn't seem fazed and is enjoying it. Meanwhile, James walks through the festival cursing his friends for ditching him. Suddenly, he hears a soothing chime and turns to see several weird looking Chimecho displayed in a stand. He instantly falls in love and approaches the salesman who turns out to be the Magikarp salesman!

The Magikarp salesman does his usual sales pitch and James buys every word of it. James then notices all of the duck tape and the limbs on the Chimecho and thinks something is fishy, but the salesman assures him that it’s the real deal. He hands one to James and it's at this moment that James realizes who he is. He begins to yell, but the Magikarp salesman bend down assuring and pleading to James that he is a changed man and really needs the money for his family.

James is still a little reluctant and the man approaches him. He shoves the Chimecho into James's face and asks him questions about it. James begins to fall for his scheme because of his love for the Pokemon. The Magikarp salesman says he has the number one Hoenn Pokemon and James seems intrigued. The salesman remarks that Chimecho's soft and beautiful tail can be used to soothe him as well as to use as a scarf to keep him warm. The salesman then whispers that Chimecho can also bring happiness and luck to its trainer. James imagines being the boss and is now set on buying it. The Magikarp salesman cheers happy with his sale.

James meets up with Jessie and Meowth as he admires his new Pokemon. Meowth wonders what kind of Pokemon it is and James holds it up to Jessie saying it’s a Chimecho. Jessie seems content with it but Meowth thinks it looks a bit weird as he can't understand what it's saying. He says this as he chows down on popcorn. James doesn't agree and begins to rub Chimecho as it gives off a soothing chime sound. Jessie wonders if Meowth has a point and begins to inspect Chimecho. She notices all of the tape and wonders why it has it.

Suddenly, the tape on the back of the Chimecho gives way and two pointy leaves pop up on its head. The tail then falls off and hits the ground as a chime slips out of it. James wipes the Pokemon off with a rag to find out it's actually a Hoppip! He freaks out and allows the Pokemon to float away as Jessie grows agitated. James begins to cry now that he is Chimecho-less again. Jessie asks how much he paid for it and learns it cost a bundle which pisses her off. Out of nowhere, a real Chimecho suddenly hovers up to them. Meowth says it's a real one and the Pokemon lets out a soothing chime with its name.

Team Rocket is instantly in heaven from its call. They begin to talk with it and it lets out another chime call soothing them once more. James approaches it and asks if it wants to be his Pokemon. It smiles and wraps its tail around his head blinding him. James is angered at first but then cheers that he now has a Chimecho. Jessie and Meowth don't see how it could be useful outside of soothing them, but Jessie then comes up with a plan to steal the Pokemon in the festival.

Ash and co have now rescaled the steps to the entrance of the Fortree City Gym. They are then led by Winona and her assistant up some more steps and come to a battlefield high in the air. Brock mentions that it is the perfect place for flying Pokemon to battle. Ash seems excited and Winona says this is where they will hold the match. Suddenly, an explosion is heard down in the city below. The group looks down to see electricity covered smoke below. Winona releases Skarmory and flies down to investigate. Ash says they should help and the group rushes after her.

Team Rocket is now in a giant robotic mecha. It has shoulder mounted canons that shoot electrical blasts paralyzing the Pokemon in the carnival. The three do this to a Pelipper and some Golbats which are in turn thrown in a basket on the mecha's back. The three continue to scoop us Pokemon but are suddenly hit back by a sky attack from Winona and her Skarmory.

Jessie asks who she thinks she is and Winona introduces herself as the Gym Leader of Fortree City. She then asks who they are and Team Rocket says their motto. Ash and co arrive shortly after with Pikachu riding on Swellow. The group seems shocked when James's Chimecho enters the scene. Ash scans it with the Pokedex and then demands that they release all of the captured Pokemon. They refuse and Ash tells Pikachu to use thunderbolt.

The three are fried but James has Chimecho use heal bell to cure their wounds and soothe them. Meowth remarks that they can no longer be hurt by simple electrical attacks and James begins to hug Chimecho who wraps its tail around his head again. Meowth launches a few electrical blasts but Swellow dodges them. A third one strikes it though and Meowth begins to laugh. Winona prepares to help but is surprised when Ash's Swellow breaks free of the electricity. Swellow wing attacks the mecha but Meowth pours everything he has into shocking Swellow and Pikachu.

After some time, the two are finally worn out enough for the mecha to grab and stuff into the basket. Winona has Skarmory use drill peck slicing the basket clear off! Jessie tells James to do something but he can't think of anything. Skarmory then smashes right through the mecha with another drill peck coming out of the other side. The mecha explodes and Team Rocket is send blasting off, but is soothed by Chimecho's call as they go.

May and Max compliment Winona as Skarmory lands and she jumps off. She thanks them and then apologizes to Ash; saying that because of the dilemma, the match must be postponed until tomorrow. Ash doesn't seem to mind. That night, everyone at the Feather Carnival is treated to some fireworks and a aerial display of flying Pokemon that Winona and Skarmory lead on. Ash and co talk about the gym battle and May asks Ash if he's confident he can beat her. Ash says he is, but they'll just have to wait and see!

Thanks To GoldenNoctowl For Writing this for us

360: Who's Flying Now?

360: Fortree City's Feather Carnival

Fortree City


Magikarp Salesman

Pikachu Grovyle Swellow Torkoal Corphish
Forretress Mudkip Lombre
Bulbasaur Combusken Beautifly Skitty
Hoppip Chimecho
Pidgeot Fearow Zubat Golbat Gengar Noctowl Skiploom Jumpluff Murkrow Wingull Pelipper Swablu Duskull Dusclops

Ash & Co. Arrive at Fortree City & meet Winona at the Feather Festival

Buys a Hoppip from the Magikarp Salesman thinking its a Chimecho
James' Hoppip flies away as soon as it's discovered

Catches a Chimecho
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