The episode begins with Max and May hiding in the tall grass watching a Zigzagoon take a drink from a nearby stream. May tells Max to be quiet, but the Zigzagoon hears them and runs off. Max then notices a few Stantler and happily watch them while a flock of Beautifly flies overhead. May and Max return to Brock and Ash while May happily watches the Beautifly. Brock says there are a lot of Pokemon here and Ash agrees. Some Shroomish walk by while a Sudowoodo stands as stiff as a tree. It gets frightened when Max approaches and rushes off. Max begins to explain to Ash and co about his love for Pokemon and wanting to see them all and he starts naming some Pokemon. Ash agrees and says he would love to see as many as he can to help in his quest of becoming a Pokemon Master. Brock laughs when they suddenly hear a howl from across the forest. Max looks up at a cliff to see 3 Pokemon. They leap from the cliff and growl while rushing towards Ash and co. Max recognizes them as Mightyenas. Ash takes out his Pokedex and scans them, and May says they don’t look too happy.

Ash decides they are going to have to battle to get away from them, and he sends in Pikachu. Brock calls out Forretress and May releases Torchic. Pikachu tries to thunderbolt one of them, but it dodges and tackles it, sending Pikachu sprawling. Brock tells Forretress to use rapid spin, but suddenly, a small flash of gray tackles it and Torchic, taking them both out. The gray flash leaps in front of the Mightyena and appears as a Poochyena. The Pokemon pack stares down Ash and co when suddenly, a green haired woman steps up and calls off the pack. She asks what Ash and co are doing here, and they explain that they stumbled into here and decided to take a break. The woman introduces herself as Kakuri and says this whole area is a Pokemon refuge. She apologizes for her Mightyena pack’s attacks, but she says they were just defending the area. Ash and co introduce themselves and tell her it was no big deal. Brock begins to flirt with her angering the pack, and they attack viciously!

Team Rocket lazily walks through the tall grass. James thinks they are lost and Meowth and Jessie complain of hunger. Suddenly, a Murkrow flies by and lands on a tree. Jessie looks to the side and notices a bunch of other Pokemon as well. They get excited and instantly want to capture them all, but Wobbuffet interrupts by popping out holding a sign. Jessie begins to yell at it, but James wonders what the sign says. They read it to find out this whole area is a Pokemon refuge! They get excited and know there will be many Pokemon that they can steal. At Kakuri’s house, she explains to them that she takes care of this refuge and helps sick and injured Pokemon relax and recover. Her house is filled with many recovering Pokemon and she places an Azurill down. Brock falls in love with her, knowing that she is just like a breeder and they have the same hobbies. He goes in to flirt, but Poochyena smashes him in the face and growls. Kakuri picks is up and scolds it, and Brock falls more in love.

Max then pulls out Ash’s Pokedex and scans Poochyena while it rests. He thinks it’s a cool Pokemon and Kakuri explains that it’s the only Poochyena in the refuge that hasn’t evolved yet. Max asks why and she explains that it was born the same time as the other Poochyenas, but it just didn’t seem to want to evolve. Max then cuts in, waking Poochyena up. He says that he has never seen an evolution, but he would really like too, and he tells Kakuri that he’s going to do whatever it takes to help Poochyena evolve. He turns to Poochyena and asks if it wants to evolve, but it just cocks its head. May hears about evolution and wonders what Torchic will evolve into. She has a vision of a giant, buff Torchic with big abs, but she decides she doesn’t like that idea too much. She takes out her Pokedex and looks up Combusken. Max gets excited and tells May she should have Torchic evolve soon, but Ash comments that a Pokemon evolves only when it gains enough experience. Max gets a little disappointed but Brock reassures him that if Torchic is treated with love and care, it’ll evolve when ready.

Ash then adds in that some Pokemon don’t need to evolve, nor want to, and he explains to Max about when Pikachu decided not to evolve. Max gets excited and says Pikachu could become a Raichu, but Ash explains that he likes Pikachu better this way. May then thinks about Torchic evolving and not being as cuddly anymore, but Ash assures her that evolution can be good. Brock then pulls out a chart and shows Max that Poochyena evolves into Mightyena at a certain level, and the same thing goes for Pineco into Forretress. He then says there are different ways to evolve and shows that Pikachu evolves into Raichu only with use of the thunderstone. He then adds in that Eevee is a special Pokemon, as it has 3 different stone evolutions and 2 time of day evolutions. He then ends his lecture with a Pokemon Haiku. This makes Max want to see Poochyena evolve even more and he begins to go on and on about it evolving. May says it may not want to evolve, but Max says it’s his dream to see it evolve, and it will. Max then suggests that he use Poochyena to battle May so it can gain experience.

Kakuri says that would be fine, and Max picks up Poochyena. In the forest, Torchic is blasted back by a tackle from Poochyena. Max tells it to finish Torchic off with another tackle and it leaps for Torchic. However, Torchic recovers and blasts it with an ember, frying it and Max. Max falls to the ground fried to a crisp and Torchic triumphantly walks off. Max suggests they try a different strategy. Inside, Ash feeds Pikachu and Max walks up. He tells Ash that he would like to have Poochyena battle all his Pokemon, and Ash agrees. May then walks in and tells Max that Poochyena isn’t ready to evolve and he shouldn’t force it into battles to try. Ash begins to agree and Max gets disappointed. Outside, Max sadly watches as Poochyena practices its tackles with a Mightyena.

Ash and May walk up and Ash tries to explain to Max that evolution isn’t everything. He explains that Pikachu decided not to evolve and it’s still a great and powerful Pokemon. Max gets angry and says Poochyena needs to evolve and he runs out into the forest. Poochyena follows. Kakuri then walks up and asks Ash and May how the evolution is going. They say it isn’t faring to well and Kakuri says she also has problems. She pulls out a piece of a poacher’s net and says she found it in the forest. Ash and May are shocked and want to help find the poachers. In the forest, Team Rocket has captured a bunch of Pokemon in a net. They cheer and Jessie and James begin to imagine what they can do with all the Pokemon when Meowth notices Max and Poochyena through some bushes. Max shows Poochyena a Murkrow and a Paras and tells it that if it battles them, it may gain some experience and evolve.

Jessie says that if Max is here, then the twerps must not be far behind, and they can use him as bait to lure Pikachu. Max tries to explain to Poochyena the wonders of evolution, but it just sadly looks at him. Meowth suggests that if they capture the Poochyena, they can have it evolve and have a strong Pokemon. They bring a giant machine up to Max, but he just begins to walk away. Jessie and James appear dressed as scientists and explain that this machine causes a Pokemon to evolve! Max gets excited and Jessie grabs Meowth to demonstrate. She shoves him in the machine and closes the doors, and when it opens again, Meowth is dressed as a Persian.

Max thinks it’s awesome, but Poochyena is a little scared. Jessie then presses another lever and Meowth reappears dressed as a Sunflora. Max thinks something's weird, as Meowth doesn’t evolve into Sunflora, but Jessie explains that this machine can cause the Pokemon to evolve into any Pokemon you desire. James keeps pressing the lever and Meowth goes from an Azurill, then to an Aipom, and finally to a Murkrow. Meowth goes into the back and realizes he has run low on costumes and this is hard work. Jessie knocks on the door and it opens to reveal Meowth. He now has a Sunflora face, Pikachu ears, a Persian body, and an Aipom tail! Max knows something is up and Jessie and James nervously cover Meowth up. Max says he’d rather have Poochyena evolve the normal way and he goes to pick it up, but Jessie snatches it from him. She says he has no choice in the matter and throws Poochyena in the machine.

Max goes to grab it, but Jessie and James hold him back. The machine then explodes and when the dust settles, Team Rocket is standing in front of their balloon with Poochyena in the net with the other Pokemon. Max demands they release it, but Jessie and James say he can’t do a thing about it, as he doesn’t own a Pokemon. Ash and co rush up the road with the Mightyena pack. Max is glad to see them and Kakuri asks who those two are. Team Rocket says their motto and Brock demands they hand the Pokemon over. James extends a mechanical hand and motions for Ash to look up. When he does, the hand snatches Pikachu and the balloon takes off. Poochyena sadly looks down at the ground to notice the Mightyena pack following. Ash calls out Taillow and it pecks Team Rocket, causing the balloon to lower. Max rushes up and tells Poochyena it has to get the Pokemon out. It sadly stares at him, and shakes its head, but Max begs for it too.

It looks at all the Pokemon, then gets determined. It bites the net with all its might and the net breaks! The Pokemon all fall out and Max congratulates Poochyena. Jessie and Meowth look over the basket shocked that the net ripped. James is still being pestered by Taillow, and the hand releases Pikachu. It uses thunderbolt, which sends Team Rocket blasting off. Max picks up Poochyena and tells it that it did great, and it learned bite! Poochyena is so happy with itself and it begins to glow! Ash and co watch as it evolves into a Mightyena! Max stares at it starry eyed and is so happy he witnessed an evolution! The other Mightyena walk up to it and they begin to rub heads. May thinks it’s sweet. Max then walks up and hugs Mightyena’s head, thanking it and congratulating it. Kakuri says he must really love Pokemon and his confidence in Poochyena really paid off. Max laughs and hugs Mightyena. The episode then ends with a very happy Max hugging Mightyena.

Thanks To GoldenNoctowl For Writing this for us