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The episode begins in the dead of night, with the group standing within a dark forest, lost and wondering where they should go next. Max checks on his Pokedex, and tells the group that the nearest Pokemon Centre is still quite far off. Brock remarks that they should get going, as he and Ash look on the moon, knowing that hanging around in the middle of the night would not be a good idea. Just as the clouds start to cover their only light of the moon, Pikachu's ears instantly start twitching as Pikachu seems to have heard something. Reacting to whatever it is it can hear, Pikachu instantly starts to run away in an attempt to find it. Ash calls out to Pikachu, but it ignores him and continues running.

After following Pikachu for some time, the group eventually come across what appears to be a deserted town. Signs hang off their hinges, and it doesn't look like anybody has been around for quite some time. Brock remarks that maybe this is a Ghost Town, which instantly causes May to shriekin horror as she thinks that this means there are actually ghosts in the town! Max explains to May that Ghost Town just means that it's deserted, and May rubs the back of her head in embarrassment. The group then decide to explore the town, and May looks around, still worried that there might be something scary lurking in the darkness. Eventually, the group come across what appears to be the entrance to a mine. The group peer into the dark entrance way as they try to piercethe darkness. Just at that moment however, a blood red pair of eyes light up the pitch black dark. Ash, May, Max and Brock all force their heads to look forward as the eyes emerge from the blackness, and the group see what was lurking there... a giant Hanter! The sight of the huge ghost Pokemon send the group running off in shock and fear as the Haunter looks on from the dark depths of the mine entrance.

Elsewhere, on what appears to be a watchtower that overlooks the town, Jessie, James and Meowth sit there looking bored. Just then, they see Ash, May, Max and Brock running and screaming away from the mine entrance. Not even this breaks their boredom however, but the source of the group's fear sparks a little interest and Jessie suggests that they go check it out. At the mine entrance, Team Rocket look on into the darkness, bored yet smiling almost like they've been put into a trance. The same blood red eyes that scared Ash and co. emerge, and the giant Haunter appears again and starts to float toward the three villains plus Wobbuffet. They don't look scared, or even interested in the huge Pokemon until it gets close to them and stops right in front of their faces. Suddenely, they realise what exactly is going on and scream. That scream is then heard by Ash, who along with May, Max and Brock, are resting in one of the town's abandoned buildings. May and Max cower at Ash's mentioning of the scream, and even sh grits his teeth in fear. He does, however, look outside of the window to see if he could see whatever made the sound. Seeing nothing, Ash relaxes. Just at that moment, it begins to rain.

Back at the mine entrance, Jessie, James, Meowth and Wobbuffet lie having fainting from shock at the sight of the giant Haunter. Jessie wakes up first, and she instantly wakes up James and Meowth, fear trembling through her voice. She tells them that they better out of there fast, but then notices the rain which forces the group to stay put as none of them want to get wet. Wobbuffet then awakens, screaming its name which causes Jessie to paraylze in shock. Knowing that fear would overcome them, the group instantly start to dance happily to try to shake away the fear... until Haunter appears yet again, causing Team Rocket to scream and Wobbuffet to run off. Jessie then sends out Seviper, and James sends out Cacnea to deal with the huge ghost. The two Pokemon are also scared however, and Cacnea jumps back into James' arms. James then pleadswith Cacnea to use Pin Missile, which it does but the attack simply passes through the huge Haunter.

Jessie then orders Seviper to use Poison Tail, but the attack again has o effect on Haunter and instead smashes straight into the mine ceiling causing some of it to crumble away. Jessie then screams at Meowth to do something, and Meowth asks what it can do, and Jessie grabs and throws him, telling him that he is still a Pokemon. Meowth, like the Pokemon attacks, harmlessly flies through Haunter, but smashes straight into a power unit which causes the mine to light up as power reaches the lights on the wall. The light causes the Haunter to cover its eyes in fear, and the Pokemon vanishes. As the group sigh in relief, they spot a group of smaller Ghost Pokemon ; Gastly, Haunter, Shuppet and Duskull, cowering behind a barrel. Meowth threatens the Pokemon , realising that the Haunter was simply an illusion demanding to know why they did it.

Back with Ash and co., we find them asleep in the abandoned house. All apart from May that is, the fear of the town making it impossible for her to sleep. Just then, she hears a faint sound which gets slightly louder... the sound of music! May cowers at the sound of the creepy music in the middle of the supposed abandoned town, and instantly crawls over to Ash and tries to get him to wake up. Shaking him, Ash mutters something about eating, and May sweatdrops. She then shouts at him, which wakes the whole group up. Max asks what's up and why she had to wake them all up, but Brock realises and points out the sound of the music. Max can't believe it... it's supposed to be a Ghost Town, after all and thus shouldn't have any people living there. Ash grits his teeth however, and suggests that they should go check it out.

Walking through the cold and dark hallways of the abandoned house, the group eventually discover the room which the music is coming from. Opening the door slightly to see inside. Inside the room are several Pokemon , Kirlia, Ralts, Alakazam, Kadabra, Drowzee, Hypno and Abra. Ralts and Kirlia dance on top of a table to the music of a gramophone which plays sweet music while all the others watch in amazement. All apart from Abra that is, who is sleeping inside a protective green bubble. Brock remarks that all of them are Psychic type Pokemon. Ash and Max smile at the sight of the dancing Pokemon , but May tries to crawl over them, demanding to be able to see the dancing. The force of her on top of them both causes the two boys to fall down to the ground which alerts the Pokemon to their presence. The Psychic Pokemon , minus Abra who still sleeps, all run off in fear. The group then approach the Abra, and wonder why it's in a protective green bubble... Ash tries to touch the bubble, but steps back in surprise as te power of the psychic aura hurts his hand.

As they wonder, they notice a picture underneath the chair in which Abra sleeps, and they pull it out to see what's on it. The picture shows the group of Psychic Pokemon and what appears to be their trainers: A group of miners. Brock remarks that Psychic Pokemon would be perfect for mining... their strong Psychic abilities would be able to move large rocks which would take days of human work to get through. Ash asks though... what are the Pokemon doing here then? Reacting to his question, the bubble surrounding, Abra begins to shine and a psychic image of the past begins to show... standing on a truck are a man and a boy, who tell the group of Psychic Pokemon that they must leave the town, and that they must stay. The truck then rides off, and Abra runs behind it, trying to catch up to it's young master... the Pokemon can't catch up however, and falls over into the dust. The images of the past fade, and the present day Abra inside the bubble starts to cry, remembering it sad past. Seeing how sad Abra is, the group decide to use the gramophone to cheer it, and its friends up and so decide to hold a party.

After some hard work, the group manage to get the room looking brand new, the lights working and a table spread with Pokemon food lying on top. May calls out to the scared Pokemon , inviting them to the party. Brock shouts that there's delicious Pokemon food for them to enjoy, and Max starts the music up. The Psychic Pokemon then come into the room, and start to dance and enjoy the food.

Back with Team Rocket, they sit and listen to the Ghost Pokemon 's story as Meowth translates. It seems that the Psychic Pokemon used to listen and dance to their music outside of the Ghost Pokemon 's mine: Their home. The Ghost Pokemon didn't like to be disturbed by the music, and thus created the image of the giant Haunter to scare the Pokemon off. This started a feudoff between the two groups, who have been bickering ever since. Jessie rubs her chin in understanding, as an idea begins to form in her head. Calling James and Meowth close to her, she tells them that they should try to get the Psychic Pokemon for themselves... after all, they are powerful and would fetch a good price. James smiles in agreement, and comments that they might be able to use the Ghost Pokemon to get what they want. Meowth then slides over to the Ghost Pokemon , telling them that they are going to help them in their fight against the Psychics.

Elsewhere, Wobbuffet runs through the abandoned town, still scared at the thought of the huge Haunter. Just then, it notices the house with the light in the window, and walks over to it. Looking through it, Wobbuffet sees the dancing Kirlia and instantly falls in love, a heart bursting out of its mouth. Knowing that it must do something, Wobbuffet walks into the room through the front door which is hanging from its hinges, which causes the whole room to look on at the newcomer in surprise. Max remarks that maybe Team Rocket is nearby. Wobbuffet nervously steps towards Kirlia, and gives it a flower. Kirlia's face lights up, and accepts the flower, smiling happily. Wobbuffet dances in happiness, and May looks on, gushing over the romance. Suddenly however, a large earthquake rocks the room causing everybody to fall back in shock at the power of the quake. The whole group then runs outside to see what's causing all the commotion, and they come face to face with the giant Haunter which looks bigger than over. Te group cower in fear, and the Haunter laughs at them, before two large robotic hands emerge from the Haunter's mouth and grabs several of the Psychic Pokemon leaving only Wobbuffet and Kirlia.

The Haunter isn't finished however, and another hand flies out of the mouth and grabs Pikachu and Kirlia. Wobbuffet, seeing Kirlia being dragged off, jumps towards the Haunter and dives straight into its mouth. A voice sounding suspiciously like Jessie's screams from inside the Haunter, and the ghostly Pokemon starts to struggle and change shape as something appears to be happening inside it. Just then, the image of Haunter fades away and a huge Team Rocket mecha appears in its place, with several of the real Ghost Pokemon sitting on top. The group then realise that it must be the Ghost Pokemon who created the illusion.

Team Rocket then emerge from their mecha, reciting their usual motto. At the end, Wobbuffet, held in one of the mecha's arms, screams its name as usual. Seeing Kirlia trapped inside a cage, Wobbuffet struggles free and dives towards the cage. Team Rocket, surroundedby the Ghost Pokemon , mock the group and Meowth tells them that they'll soon be giving Pikachu over to their boss. Not before helping the poor Ghost Pokemon out, of course... to which Meowth starts to cry fake tears, along with Jessie and James. Team Rocket explain that the poor Ghost Pokemon only wanted peace and quiet... something the Psychic Pokemon ruined by playing their damned music. Ash and co then realise that Team Rocket must be using the Ghost Pokemon. All this is interrupted by Wobbuffet however, who is trying to release Kirlia and the rest of the Pokemon by banging on the cage's bar with its fist as Jessie, James and Meowth scream at it to stop. Seeing that that is useless, Wobbuffet takes several steps back, and charges towards the cage,smashing it open with its head.

Since Wobbuffet don't usually attack however, the strain of actually attacking causes Wobbuffet to fall the ground. The Psychic Pokemon then proceed to run out of the cage, running over Wobbuffet while doing so. Kirlia then walks over to Wobbuffet, worried. Seeing that Wobbuffet is okay however, Kirlia smiles in relief as Team Rocket stare in shock and anger at the released Pokemon. Team Rocket then order the Ghost Pokemon to attack, and they do so, making a huge Shadow Ball and firing it towards Pikachu. Kirlia however, jumps in front of the released Pokemon and protects them with a Reflect attack. Kirlia sweats at the force of the combined attack, but eventually musters up the power to send the attack right back at Team Rocket, causing their mecha to explode and the villains including Wobbuffet to blast off again.

Kirlia then stands, recovering itself... before noticing Wobbuffet's flower on the ground. Kirlia picks it up, and holds it close. This moment of peace is interrupted however, as the Ghost and Psychic Pokemon square off against eachother, their old feudstill running deep. Ash shouts at them to stop, but both groups run ignore him and run at eachother, ready to fight. Ash tells Pikachu to use Thunderbolt, paralzing all the Pokemon and preventing them from fighting. The group beg the Pokemon to stop fighting, but nothing appears to get through to them... until Brock notices the still sleeping Abra inside its protective, sound proof bubble.

The next day, we the Psychic Pokemon dancing happily with their music playing loudly. Brock's idea appears to have been that they should play their music inside a larger protective, sound-proof bubble, much like Abra's, to stop them from disturbing the Ghost Pokemon. And so they dance, with Abra wearing ear muffs to stop them from disturbing one of their own.

The episode ends with the group looking happily on at the dancing Psychic Pokemon within their bubble, both the Psychic and the Ghost Pokemon happy at this new arrangement.

Thanks to Alfonso for writing this for us

423: Fear Factor Phony

423: Psychic VS Ghost! Midnight Showdown!!



Wobbuffet Seviper
Cacnea Chimecho
Abra Kadabra Alakazam Gastly Haunter Drowzee Hypno Ralts Kirlia Shuppet Duskull

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