Its a fine, beautiful day as Ash and his friends are sailing on the SS Wingull to Dewford Island. Ash asks Mr.Brinney how long it will take to reach Dewford and he says that they should arrive by evening and Ash is excited and asks Pikachu if its ready for their gym battle. Pikachu is. May thinks of an idea and sends out Torchic and Wurmple. May tells Ash and Brock to send out their Pokemon so they can enjoy the sunshine and the boat ride and Ash and Brock agree. Ash sends out Taillow and Treecko and Brock sends out Foretress and Lotad. So they tell their Pokemon to enjoy the boat ride and so they will. Meanwhile, Team Rocket are trying to catch up to the twerps and the SS Wingull on their Magikarp submarine, but its going too fast for them so they are doing a motivational chant. Jessie tells James to pedal faster. James tells Meowth to pedal faster and Meowth tells them to pedal faster, then Wobbufett comes out of its ball as usual and Jessie tells IT to pedal too. So they begin their motiovational chanting faster than ever. Back on the boat, Wurmple is eating some Pokemon food and eats it fast then falls asleep. Treecko is sitting at the edge of the boat. Lotad uses a Water Gun sprinkler on Pikachu and Torchic but of course, being a fire type, Torchic doesnt like the water and shakes it off as Pikachu laughs. Taillow and Peeko are flying in the sky as they enjoy the sunshine. May streches out and exclaims that the sun feels good and Max asks her if she wants to swim and May agrees, then Brinney tells them that he knows a great place for swimming. Ash, on the contrary, doesn't agree and says if they get side-tracked, then his gym match will be missed and he asks Pikachu if it agrees. Unfortunately, Pikachu, along with the other Pokemon are snoozing and Ash is just sad. May says that all the Pokemon wanna chill out for now and Max tells Ash that he just won his first gym battle and being the great trainer he is, he shouldnt have to push himself so much and his friends nod. Ash decides that one little swim couldnt hurt. So Brinney changes course and heads for an island. Brinney soon informs them that the island is nearby and Pikachu wakes up from its nap and jumps on Ash's shoulder. Ash shows his buddy that they're gonna take a little swim break and Pikachu is excited. Little do our friends know, a Sharpedo is under water and is following the SS Wingull from behind. The SS Wingull is closing in to the crescent island with cool palm trees and Ash says it must be a secret location. Brock checks the guide book, then asks Brinney what the name of this island is. He tells them that this island has no name and cannot be found anywhere. He says he found it long ago during sailing adventures. May has already changed into her swimsuit (ooo la la!) Ash asks where she got it and May says its from Rustboro. She dives in first then tells the group to join too. Max jumps into the water and his jumping causes a splash on May. May splashes on Max and Max splashes on May, they both look like they are having fun but beneath the water, Sharpedo is closing into them. Ash asks who wants to swim and all the Pokemon want to except for Torchic because its a you-know-what type and it wants to stay on the boat. Suddenly, May and Max screams and Ash and Brock check to find out whats going on. They get shocked to see a huge group of Sharpedo's, as they have May and Max surrounded. The siblings hold onto each other and screams for Brinney's help. Brinney tells Peeko to help out. He tells them to grab onto Peeko's legs. They grab on but Peeko is having a hard time carring them back to the boat. The Sharpedo try to jump on May and Max. Ash tells Taillow to help out and it uses Wing Attack to keep the Sharpedo back. One of the Sharpedo almost manages to jump on Max, but its skin hurts Max's left leg, as he screams in pain. Brinney tells them to be careful because Sharpedo have a trait called "Rough Skin". Max comments on the Rough Skin and says it feels like a sun burn. Ash tells Pikachu to Thunderbolt and it does. The Sharpedo are held back for a little while and Taillow and Peeko manage to get the siblings back on the boat. Brinney asks if they're ok and May says she is but then she notices a rip on her swim suit. She shouts at the Sharpedo but one of them jumps out of the water and looks like its ready to bite May's head off so she runs back! Brock checks on Max's leg and and Max says it kinda hurts. Brock exclaims that Rough Skin does good damage to a Pokemon that attacks it. Ash scans Sharpedo on the Dex and Brinney proposes to leave right now. The boat suddenly shakes and everyone screams and lose their balance. The Sharpedo begin tackling the SS Wingull. Brock tells Ash to hold onto something and Ash tells Pikachu to use Thunderbolt again. It does and the Sharpedo are held back again. Brinney starts up the engine and they are off. At night, Ash and everyone are having dinner. Brinney comments on how wonderful Brock's cooking is and Ash says that Brock is the best when it comes to cooking. Brock thanks them and asks if anyone wants some herbal tea, since he's prepared some right now. May is eating a yummy fruit and says its delicious and Max exclaims that he picked it off a tree. Ash says the day was fun but Brinney says it would be more fun if the Sharpedo werent around. They see a few Sharpedo swimming around the ocean and May says there arent as many. Brinney then says that they are acting as look-outs and other ones are resting somewhere not too far. Ash says they are preety smart Pokemon. Brock agrees but finds something strange. He says that Sharpedo are independent but he's never seen them forming a group together. Brinney thought it was strange also and Brock comes up with an idea. He noticed a Sharpedo bigger than the rest and thinks that it could be their leader and if it is beaten in a one on one battle, the Sharpedo will take orders from the victor. Brinney says its a good theory and they all decide to try it out. Meanwhile, Team Rocket seems to be lost in the middle of the ocean but Jessie notices land nearby. Suddenly, their submarine begins shaking. The Sharpedo are agitating again and James is frozen stiff as he sees a whole bunch of them. Jessie isnt ready to give up so she sends out Seviper. It uses Poison Tail on the leader Sharpedo but it bites on Seviper's tail, as it screams in pain. Jessie tells it to hang on and hit it again with Poison Tail and this time, the attack strikes Sharpedo hard, although it doesnt look like it. Now the leader Sharpedo shrieks and all the rest use a HeadButt attack and Team Rocket are sent blasting off. While they're in the air, Jessie sees the twerps on an island and James exclaims that she has great eye-sight but he then complains and asks why she didnt see the Sharpedo :)

Now, Ash and everyone get prepared on their plan of battling the leader Sharpedo and Ash asks if everyone's ready. Brinney informs him that they are and Ash tells Taillow and Peeko to begin flying, and he is standing on Brock's stew pot and is holding on a pair of ropes and are tied on Taillow and Peeko. They begin flying and Ash forms a distraction to the rest of the Sharpedo so the leader tells them to go after Ash. They do and are following right behind him. May says this plan might work so they begin pulling a rope and as they do, underneath the water, is a gate, and they continue pulling until the gate is up. The leader Sharpedo has no intention of waiting so it tackles the gate underwater and tackles it again and May falls into the water. The Sharpedo is going for May as she screams. Brock sends out Lotad and Max tells May to grab onto the rope. Ash comes to land and asks May if she's ok. She says she's fine but now the battle begins. Brock tells Lotad to use Water Gun but it doesnt seem to. Sharpedo bites onto Lotad and its stuck. Brock tells his Pokemon to use Water Gun but it still isnt. He asks it one more time and it does. Sharpedo is knocked back and everyone's relieved that it attacked. Brock tells it to use Water Gun once more. Lotad is about to use it but it notices Sharpedo stunned. It closes its eyes and falls floating on its back. Ash and everyone are surprised that one Water Gun knocked it out. Brock checks the Pokemon Book and rubs on Sharpedo's head at the same time. Ash asks if its gonna be ok but Brock says its been poisoned. Max thinks it had a battle with a Tentacruel and Brock agrees. Ash asks if there is any way they can help it. Brock says they're low on supplies and feeds Sharpedo some Pokemon food. Brock feels sorry that he's not a doctor and cant help Sharpedo but Brinney says that he's doing a fine job and the Sharpedo would say the same. Brock thanks him and tells Sharpedo to hang on. Later at night, Ash and everyone, but Brock are having dinner. May is having troubles eating and is concerned about him. Brock rubs on Sharpedo and comforts it well and Lotad stares at him with concern. He tells Sharpedo to hang on and encourages it not to give in to the poison. Soon, its morning and everyone is still sleeping. Brock sleeping on the Sharpedo, Ash sleeping under a palm tree, and the rest on sleeping blankets. Sharpedo wakes up and sees Lotad sleeping, then it stares at Brock and sees him sleeping on it. Sharpedo feels that it has made a friend so it hugs Brock. Lotad wakes up and sees Brock and Sharpedo, hugging him, and Lotad seems overjoyed. Suddenly a huge wave erupts and Ash and Brock wake up. Net one is released and it catches Pikachu. Net two is released and it catches Sharpedo. Team Rocket come out of their submarine and recite their motto. During their motto, James says a line that doesnt rhyme. Brock tells them that Sharpedo is sick and weak and has to be released right now. Jessie notices that its the same Sharpedo that they encountered and comments on Seviper's Poison Tail. Brock gets angry and asks why they were responsible for making it so sick. Team Rocket say that they were the ones who were first attacked and were mean. Brock stares at them and notices Lotad under Team Rocket's submarine. He tells it to use Razor Leaf and it does. It releases Sharpedo and Pikachu. Ash tells it to use Thunder but then says then dont have to do anything "now". Meowth wonders why they arent sent blasting off then Ash tells them to look behind. They see a group of Sharpedo and the leader tells them to use a Headbutt and they do. Team Rocket are sent blasting off. Brock runs up to Sharpedo and it happily comes towards Brock. Brock exclaims that it looks better now and all the other Sharpedo begin hugging Brock. Brock tells them not to use Rough Skin but then feels that it doesnt hurt anymore. Brinney says that its trait wont work anymore because all the Sharpedo are now friends. May and Max rub the Sharpedo and exclaims that it doesnt hurt at all. Ash rubs on Sharpedo too and says that learning stuff like this makes him love Pokemon even more. Brock says that they are now friends and the leader Sharpedo nods.

Ash and his friends have finally arrived at Dewford Island and they thank Brinney for getting them here. Brinney says he'll be going to Slateport City to prepare a crew for his ship so he sails off. The Sharpedo also say good bye and as the sun sets, Ash and his friends say their good bye's too. Ash tells Pikachu if its ready for their gym battle tommorow and Pikachu says it is. The episode ends