The episode begins by explaining the plight of Kimimaro from the last episode. After, the scene changes to inside the Contest Center where many trainers are preparing in the lobby. May is also here on a bench, and she seems a bit nervous. Skitty on the other hand is smiling happily. May says she believes in it, but it still doesn't do anything for nerves.

Meanwhile, Ash and the others are in the middle of the lobby waiting for Kimimaro to show up. Ash worries that his mother found out and he won't come, and he also adds in that if he doesn't show up soon, the entrance registrations will close. At that moment, Kimimaro comes rushing up to them out of breath. Brock remarks at how he isn't in Masked Coordinator uniform, and Max comments on how it isn't good to be late for your first Pokemon Contest. Kimimaro apologizes, and Ash grabs him by the arm exclaiming that they have to get him signed up.

Team Rocket peaks out from behind a pole and listens to the conversation. Jessie "tisk tisks" him for not signing up earlier and James comments on how Jessie is always prepared. Jessie is flattered and Meowth cuts in saying that when it's all over, they can then go after the kid's Dusclops. The other two seem to like this plan, and they all let out a cheer.

The stands are now filled with anxious people awaiting the contest to start. One of them is Drew. In the locker room, Ash and co ask Kimimaro how he escaped the clutches of his mother. Kimimaro explains that as usual, she swamped him with books to study for the day and left to attend to whatever the heck she does. He was worried that he wouldn't be able to get out, but his father then showed up at the window. He opened it and his father told him to come down the ladder and escape. Kimimaro says he was reluctant as his mother could be near, but his father assured him that he could make it. Kimimaro listened, and that is how he ended up here.

He then informs the group that he's still worried his mom might catch him, but Ash tells him that if he wears the mask, she won't tell. Kimimaro cheers up and places the mask on his head. With a new sense of confidence, he informs May that she doesn't stand a chance against him. May smiles nervously. Back at the mansion, Kimiyo enters Kimimaro's room to check on him. When she looks inside, she notices Kimimaro is gone and his father sits in his place. She freaks out and asks where her son is and Tamuramamo informs her that THEIR son is at the Pokemon Contest. Kimiyo freaks out and rushed out of the room.

The announcer is now on stage telling the audience the rules of the game. Ash and co along with James and Meowth are all in the stands. The announcer introduces the crowd to the three judges seen in every contest, and then calls out entry number one, which turns out to be Jessie in disguise. She begins the contest by releasing Dustox. Silver powder goes everywhere and it lands on her head. The crowd seems to be in awe by the shininess.

Jessie seems very confident with herself as she begins the show. First she has Dustox use poison sting, then it uses gust to spin the barbs. This makes them look like spinning batons. Finally, she has it use psybeam. When the beam collides with the barbs, rainbow colored particles to ripple from impact zone and the crowd cheers. James thinks she did rather well but Meowth reminds him of the other plan. The judges end up giving Jessie a 28.5 and Ash and co realize that it's going to be a tough contest to beat.

The next person up uses a Charizard, but ends with a 20.5. A Blastoise comes next and gets a 15.8, and then May enters the stage. Ash and co yell down to her as she releases Skitty. Drew is impressed with her change in Pokemon. May has it start out with blizzard, but the attack barely leaves the Pokemon's mouth. The announcer tries to draw attention from the fluke as May wonders what to do next. She then decides to proceed to the juggling act. She tosses the three balls to Skitty and it starts to bounce them on its tail. The crowd seems to like this and May finishes with a 24.9. May is depressed by this and Max wonders if she'll even be able to move on now. Drew also looks disappointed.

Next up is the "Phantom Masked Coordinator" and his Dusclops. Kimimaro starts off by having Dusclops use will-o-wisp, and then he has it use psychic to turn the flames into three spinning wheels inside of one another. The crowd is very impressed and Kimimaro finished with a 27.8. Kimimaro smiles from under his mask.

Meanwhile, Kimiyo speeds down the road in her limo angry as can be. She scolds her husband for even allowing their son to participate, but he defends himself. She keeps going on about how stupid Pokemon are and how it’s a waste of time. Tamuramamo then cuts in and tells her to not take the past out on her son. She is shocked by this comment, and puts her head down in guilt.

In the locker room, Ash and co try to butter May up. She is worried now that she won't make it on, but the others assure her that she has a chance. The announcer then shows up on the T.V and tells the participants who made it through. Jessie shows up first, and then a young boy named Shike. After that comes Kimimaro, and it finishes with May. May is so happy then she jumps into the air. Brock then reminds them that only one can win, and the two say they'll each give it their best and wish each other luck.

The first match is between May and Shike. Outside, Kimiyo's limo stops in front and her and her husband march inside. The time is almost out for the match, and May ends up winning by having Skitty tail slap Shike's Wartortle at the last second. The next match then pits Jessie against the "Phantom Masked Coordinator." Kimiyo enters the arena and Ash and co notice her. They begin to worry, but Tamuramamo enters and looks up at them. He nods, signaling it's under control.

The battle starts and the Phantom releases Dusclops. Jessie responds by calling out Dustox. She then orders a gust which blows Dusclops back a ways. Dusclops then easily breaks through the gust with a shadow punch and manages to connect it with Dustox. Jessie's bar drops to three quarters and she begins to worry. Brock thinks Kimimaro will have no trouble and max comments on how cool shadow punch is. Kimiyo watches the match with an angry expression, but Tamuramamo knows she will learn to accept it.

Jessie then has Dustox use psybeam and it connects with its target. Kimimaro's bar also drops to three quarters and he seems worried. Jessie begins to laugh at Kimimaro and Kimiyo makes a fist. Tamuramamo realizes that she is starting to give in, seeing as how she doesn't want anyone to upstage her son. Dustox lets loose another psybeam and Dusclops retaliates with psychic. The two attacks collide and a game of push and shove ensues. Tamuramamo walks up to his wife and explains that this is what her son likes to do, and she should accept it.

James and Meowth yell for Jessie to keep at it as the attacks still collide. Suddenly, the two attacks create and explosion and both trainer cower away from the smoke. In the chaos, Jessie's costume flies off revealing her Team Rocket uniform. She freaks out and Ash and co instantly recognize her. Meowth falls back knowing this is going to ruin their plans. The time then runs out and it looks like Jessie's bar was a small amount lower then Kimimaro's, making him the winner! Dusclops hovers in the air with a happy eye and Kimimaro congratulates it.

Tamuramamo then tells his wife to look at how happy their son is by this. Jessie is now having a fit and tells Kimimaro that they'll just have to switch to plan two. At this, Meowth and James leap in next to her and they begin the motto. They then leap at Dusclops in hopes of subduing it, but their plan is cut short by a thunderbolt from Pikachu. Team Rocket is sent blasting off and the smoke soon clears from the stadium.

The announcer begins to apologize for the dilemma, but she then freaks out and informs everyone that the mask has come off of the Phantom Coordinator. Kimimaro wonders what she means and then realizes his face has been revealed! His mother instantly calls out his name and he turns to her worried. She begins to scold him, but tears form in her eyes and she walks out. Tamuramamo nods at his son and Kimimaro seems confused.

Ash and co now join Tamuramamo at the bench in the lobby. Kimimaro asks why his mother just left and he explains that she is just having emotional troubles right now. May asks why and he explains about her clouded past. Kimiyo sits outside saddened as the story begins. Tamuramamo explains that when she was young, she wanted to train Pokemon as well, but her parents were as stubborn as she is now, and they took her Poochyena away from her when she was just a girl. The group listens in sadness as he informs them that they had to drag her away crying as the butler walked off with her best friend.

Outside, Kimiyo says Poochyena's name and puts her head down. Kimimaro is now very sad and wishes he knew what his mom went through before this all happened. His father informs him that Kimiyo doesn't hate Pokemon, but she just was so hurt from that day that she tried to make up for it by doing the same things to her family. He then ends it by explaining that she is starting to realize that she can't keep this up. He then adds in that Kimimaro must do his best in this contest for her, and Kimimaro nods.

May and Kimimaro now stand on opposite sides of the field. Kimimaro is still masked. The battle starts and each trainer sends out their Pokemon. Dusclops starts with a shadow punch and brings May's bar down a little when it connects. May then tells Skitty to use double slap, but it doesn't seem to work. Max calls out to her saying physical attacks won't affect a ghost type. Dusclops sends in another shadow punch, but May thinks fast and has Skitty swat it away with its tail. This brings Kimimaro's bar down a little.

Brock yells out saying that was a good idea and Tamuramamo says this is exciting. Dusclops then uses the will-o-wisp/psychic combo to send the flames at Skitty. Skitty is struck repeatedly and May's bar begins to drop. May wonders how she can win if she can't fight back and Kimimaro thinks this match it won. The clock reaches three minutes. May then tells Skitty to attack again, but it is blown back by a hyper beam from Dusclops. May's bar drops again and she is now more worried then ever. She tries to have Skitty use blizzard next, but the attack doesn't even seem to make Dusclops flinch. Skitty is then struck again by a hyper beam and May's bar drops to a little less than half with only 1:30 left.

May wonders what she could possibly do now and Ash and co tell her not to give in. Brock then reminds her that Skitty knows assist, and May is suddenly back up. Dusclops uses hyper beam again, but this time May has Skitty use assist. A gust comes out and smashes through the hyper beam dropping Kimimaro's bar even with May's. Drew is impressed and says May has really grown. Ash and co are also rooting for her. Kimimaro knows he can't let this happen and tries to have Dusclops use shadow punch. Skitty then uses assist and gets a string shot. The attack wraps around the shadow fist and smashes it, making Kimimaro's bar drop further.

Suddenly, Kimiyo shows up on the arena and calls to her son. He looks at her and she explains that whether May wins or not, she is still rooting for him and she wants him to try his best. She then says he doesn't need a mask and cape anymore as he's a great coordinator without them. Kimimaro is moved by this and tosses his mask aside. He then orders Dusclops to use will-o-wisp. It does so, but Skitty uses assist to get an ember. The attack blows through the will-o-wisp and causes Kimimaro's bar to drop again. Skitty then gets a silver wind with assist, but Dusclops counters with psychic. Both trainers bars are now almost even with 30 seconds to go.

Kimiyo holds her hands together praying her son will pull through. Kimimaro decides to go with hyper beam, and to everyone's shock, May chooses a blizzard. Skitty launches the attack and it blows right through the hyper beam, smashes into Dusclops, and sends it flying. It crashes to the ground and the time runs out. The announcer exclaims that May has won the match! May thanks her Pokemon and leaps for joy. Ash and remark on how great of a match it was.

Drew also realizes May must be a great coordinator is she can beat the Phantom, but he still believes he is better. May and Kimimaro shake hands and Kimiyo approaches. Kimimaro quickly apologizes for deceiving her, but she then tells him that it is fine. She explains that what she did was wrong, and if he wants to be a coordinator, she'll help him become one of the best if she can. Kimimaro is so overjoyed that he leaps into her arms. Tamuramamo smiles from the stands.

May then receives her ribbon as the audience cheers. She then poses with Skitty by her side and the episode comes to a close.

Thanks To GoldenNoctowl77 For Writing this for us