After everyone (except Mew) agreed on looking for a Team Rocket base, they split apart, Denise, Henry, Aries, and Mew searching around Cerulean for any information on a base. They reunited three hours later in front of the Bike Ship looking as desolate as when they started.

"No information, huh?" Denise sighed.

"No," Aries said.

"Lu," Henry said.

Nothing, Mew said.

"For a mafia group, they're pretty low-key," she said, shaking her head. "Anyway, I'm hungry." She checked her wallet, which only had a couple of dollars inside.

"I'm broke," Aries shrugged.

"Luca."

"Then what do we do?" She looked around and saw two Trainers with a Houndour and Rapidash battling. At the end, the losing Rapidash's Trainer gave the Houndour's Trainer thirty dollars.

"Battle?" Aries suggested, following her eyes. "I mean, I'm not a Trainer, but you and Henry could…"

"Battling!" she exclaimed. "I forgot that Cerulean City has a Gym! I could go there and get a Badge right now!"

"Denise—"

"It'll be quick, I promise!" She took off with Henry behind her, searching for the Gym. It was easy to find: a large building near the center of the city with a Dewgong statue on the front. She burst through the doors into the main area. The Gym was as spacious as the one in Pewter, except instead of rocks and dirt, it had a large swimming pool in the center and a lifeguard's seat at the far end with wet bleachers for whatever audience there might be. In the front were two pillars like in the Pewter Gym, though, and there was a man leaning against one of that looked a lot like—

"Bill?" she asked, pointing at him. He stared at her in confusion.

"My name's Billy," he said. She stared back, completely caught off-guard. Is this another Nurse Joy thing? she thought. What is this, a cloning project? Billy looked at the Gym. "Anyway, this is the Cerulean Gym, and the Gym Leader's Misty up there. This Gym uses Water-type Pokémon, so it'd be smart of you to use Electric-type or Grass-type Pokémon. If you beat this Gym, you'll receive the Cascade Badge from her."

"Alright," Denise said. "You ready, Henry?"

"Luca!" he said, pumped. They ran forward to the southern edge of the pool, which was when the girl on the lifeguard's tower jumped down to the northern side. She looked a little younger than Denise with dark red hair and a blue jacket over an orange one piece swimsuit.

"You're the newest challenger?" she asked.

"Yeah, obviously."

"Well, I'm Misty, and I'm sure Billy already explained the Gym rules to you, so we'll get started."

Billy sighed and walked to the eastern end of the pool. "This battle is between Gym Leader Misty and…"

"Denise."

"…and Denise. Both Trainers will use three Pokémon each, each being allowed to substitute as they want, and the battle is over when a Trainer's Pokémon are unable to battle or a Trainer forfeits. Now, get on with it."

Misty pulled a PokeBall from her pocket. "Lapras, I choose you!" she announced, pressing the button. The red light landed in the pool and a Lapras surfaced.

"Henry," Denise said. He nodded and jumped forward onto the closest safety line, balancing on his toes. "You first."

Misty raised her eyebrows. "Alright, then. Lapras, use Rain Dance!"

"La!" her Lapras sang, raising its head to the ceiling. Dark clouds suddenly manifested, and in an instant a heavy rain was falling over the Gym. While Billy pulled out an umbrella and Misty was already dressed for water, Denise felt her clothes getting soaked again. She hoped the rain was clean at the very least.

"Now Lapras, Surf!"

Her Lapras raised its flippers and drew the water up to eight feet high, throwing it towards Henry; he tensed before leaping into the air, although Denise was not nearly as he fast and was thrown onto her back. "Lucario!" he said apologetically.

"It doesn't matter!" she called back, pushing her wet hair from her face. "Aura Sphere!"

Henry, still in the air, pulled his paws back and shot a ball of bright blue energy at Lapras. Lapras, astonished at the speed, was hit head-on and disappeared underwater.

"Lapras!" Misty called.

"Lapras," Lapras said, surfacing with a nasty bruise on its head.

"Lapras, Surf again!"

Lapras used Surf again, but this time Henry was just coming down and was therefore caught in it. When the wave died down, Henry was gone. Denise stared at the surface; she could see his shadow in it. "Henry!" she shouted. "You know what to do!"

"He's underwater," Misty said. "He can't hear—"

Henry leapt from the water at Lapras' end and grabbed its neck. Surprised, it didn't have a reaction when he flipped it over his head and onto dry land, attacking it with Close Combat. It couldn't defend on land or with its flippers, so it took Henry's beating easily. Suddenly, Lapras dissolved into red light, returning to Misty's PokeBall. "What happened? Decided it was too weak?" Denise taunted. Misty swapped PokeBalls, completely serious now.

"Golduck!" She released a Golduck onto the field. It eyed Henry dangerously.

"Henry, Close Combat!"

"Disable!" Misty cried when Henry was inches away. Golduck's eyes glowed through the sheets of rain and Henry froze mid-punch.

"Henry?"

"Lu," he said, shaking his head and throwing another punch. He froze again, looking confused.

"Use Psychic," Misty said. Golduck's eyes glowed again as a pink light surrounded Henry. His jaw clenched in frustration as he tried to break free, then it shot him all the way back into the pool. Henry just barely managed to catch himself on the edge, landing in front of Denise.

"Are you okay?" she asked.

"Lucario," he said, glaring at Golduck.

"Henry, use Swords Dance." Henry closed his eyes in concentration and several ethereal swords manifested around him, circling him until he was glowing with energy. "Now, Extremespeed." He vanished, moving too quickly for her to see.

"Golduck, spread your Psychic wide to catch him!" Misty ordered. Golduck's eyes glowed again as it spun around, searching. Denise bit her lip. Make it, she thought, please make it—

"Luca!" Henry shouted, coming into view a few feet away from Golduck. It laughed triumphantly before throwing him up into the center of the arched ceiling with a loud thud! Henry gasped in pain as it began falling. Denise looked at Golduck worriedly; it was biding its time, ready to throw him again. She needed a way to beat his Psychic; damn, if only Henry could use Psychic too—

But Misty and her Golduck don't know he can't use Psychic, she thought. "Henry…use Psychic."

He landed at the edge of the pool, looking at her in disbelief. She wished that she could be telepathic like Aries, but instead she looked at him pleadingly, hoping he'd agree. His eyes widened and he gave her a thumbs-up; her shoulders fell in relief. He focused on Misty's Golduck, his eyes glowing bright red and his appendages floating in the air. Her Golduck flinched and covered itself in preparation for…nothing. When nothing happened it dropped its guard, surprised, which was when Henry lunged at it with a point-blank Aura Sphere. It hit her Golduck in the stomach, throwing it back a few feet, and he grinned as he charged it again and attacked.

"Golduck, Psychic!" Misty tried, but Golduck couldn't focus with Henry attacking him in every direction with paws and feet. He finally relented when Golduck was shaky on its feet, webbed fists clenched feebly. "Water Pu—"

"Shadow Claw!" Denise interrupted. Henry struck with Shadow Claw once, forcing Golduck on one knee. "Again!" Again. "Again!" Again.

"Disable!" Golduck's eyes glowed and Henry froze in the middle of his fourth attack. "Psychic!" Golduck's eyes glowed again and Henry went flying into the far western wall of the Gym hard enough to send bits of plaster flying.

"Extremespeed!" Denise called. Henry hit the ground and disappeared; Golduck tried to catch him with Psychic, but his waves might've just missed because Henry slammed into him seconds later, throwing him into the bleachers with a crash! "Finish it off with Dragon Pulse!" Henry grunted as he formed a ball of blue, red, and gold energy, and as soon as Golduck looked up, he struck it. Golduck cried out once before tumbling off of the bleachers and to the ground in a limp pile.

"Golduck is unable to continue," Billy said unenthusiastically. She missed Bill's passionate refereeing. "The winner is Lucario."

As Misty returned her Golduck, Henry shuffled back to Denise. "We did it," she said, holding her fist out. He bumped her fist with his, a weak smile on his face. Misty sent out her Lapras again.

"Lapras, Surf," she said, even as the rain above faded into a light drizzle. Denise wrung her hair out gratefully as Henry turned ahead, facing the wave that approached them from the other side of the field. He moved out of the way, but he was slower than before.

"Henry, are you good?" Denise asked him.

"Lu," he said, nodding. She expected that; he was never a person to admit when he was beaten.

"Dragon Pulse again."

"Lapras, dodge!" Misty tried, but her Lapras was still injured from before. Henry's attack hit it in the face, stunning it; he moved closer and dealt it a good old fashioned fist to the face. Her Lapras collapsed into the water and didn't surface again; Misty returned it and pulled out her last PokeBall. "Starmie, use Rapid Spin!"

The red light her PokeBall created shot through the air and slammed into Henry's head; he stumbled before tumbling into the water, followed by Misty's Starmie. It picked him up with Psychic and threw him so far back Denise had to catch him lest he bowl into her. "Henry?" she asked, shaking his shoulders. He groaned, and as soon as she released him he crumpled to the ground.

"Lucario is unable to continue, the winner is Starmie," Billy said. Denise tugged him to one of the pillars in the lobby and propped him up against it.

"Alright, rest until I win this thing." She walked back to the pool and fingered the other PokeBall in her pocket. Arceus give me strength, she thought before pulling it out and pressing the button. The red light shot out and landed in front of her, disappearing seconds later. Misty and Billy looked in interest at Denise's choice. "Theophilus, I really need you to battle for me."

There it goes, right there! Humans forcing Pokémon to battle in some stupid game! He started up right off the bat, crossing his arms over his chest. Denise tried hard not to roll her eyes or sigh.

"I'm not forcing you, I'm asking you. Please? I need the money from it."

It's my choice, huh? I choose not to, he said, dropping to the floor and crossing his legs. She clenched her fists and glanced at Misty, who was watching them in interest.

"Is that a Psychic-type Pokémon?" she asked, pointing at Theophilus.

"You could say that," Denise said, but in reality she had no idea what his type was. "Theophilus, just this once—please—I'll do anything in return."

His hair bristled. Anything, you say?

"Uh-huh." Arceus knows I'll regret it, she thought. Theophilus didn't move for a while, then he stood up, pointing a red claw at her.

I never forget, keep that in mind. I'll do this and this alone—for the next two minutes, I'm your Pokémon.

"Two minutes," she repeated bitterly.

It'll take me less than that, actually, to beat something like this, he said, cracking his knuckles.

"But wait—I don't even know your moves, or your type—"

Doesn't matter; I'm still not taking orders from a damn human.

A little arrogant of you, she thought dryly, crossing her arms over her chest. "Alright then, do your thing."

Theophilus looked towards the sky as a sudden blast of heat filled the room. Misty flinched; her Starmie slid deeper into the water. Within a second, he was moving so fast he was a grey blur, headed straight towards Misty's Starmie.

"Starmie, dodge!" Misty shouted, but before it could even move, Theophilus struck. Denise had to gasp; he was fast—faster than Henry—and strong too, leaping back after leaving a deep score in Starmie's purple skin. "Ice Beam!" Starmie rose from the water and spun as it released a beam of bright blue energy. Theophilus used Flamethrower; the two attacks met in the middle and dissolved into a cloud of steam.

You're insulting my great strength, he said as his body emitted dark smoke. The smoke moved in Starmie's direction; it used Rapid Spin, trying to scatter the smoke, but it was consumed very quickly. The smoke vanished seconds later and Starmie was left bobbing on the pool's surface.

"Starmie?" Misty's Starmie righted itself, wobbling a little. "Psychic!" Seconds passed but nothing happened. "Starmie, try Psychic again." This time, Starmie's gem glowed, but nothing happened to Theophilus.

"Theophilus?" Denise asked. He shook his fur out, hands on his hips.

As if that'd work against me, he snorted. He put his hands together and formed a ball of whirling purple energy. He fired his Shadow Ball at Starmie, who caught it psychically and threw it back; he dispelled the energy with a swipe of his claws and lunged forward, a Horror movie-type smile on his face.

"Starmie, use Water Gun!" Misty commanded. The attack was nullified by Theophilus' Flamethrower, then he was within breathing space (assuming Starmie breathed). He laughed aloud before hitting it with Shadow Claw, forcing it underwater, and he followed it down.

"Theophilus!" Denise called. A few bubbles rose to the surface, then she and Misty had to move away from the water as a series of attacks came through, straying onto the Trainer's posts. Denise was almost frozen, barbecued, and fileted before the attacks stopped. Both Trainers stared at the water anxiously.

"Is it a tie?" Billy wondered.

"Are they…?" Denise wondered.

Suddenly there was a boom! and half of the pool rose into a giant wave, splashing free and wetting the entire Gym. Denise groaned as she started wringing her hair out again; Misty wiped her eyes before staring into the pool. Something jumped out onto dry land. Two minutes and two seconds; I'm getting shabby, Theophilus said, holding Starmie's unconscious body between his claws.

"S-Starmie!" Misty cried, returning her Pokémon. Theophilus snorted, bending over and shaking his thick fur dry.

"Starmie is unable to battle; the winner is…whatever the hell that thing is," Billy said, flicking his hand in Theophilus' direction. He bristled angrily, crossing his arms. "The winner of the battle is Denise."

"That was an interesting fight," Misty said. Denise didn't expect anything else, but suddenly there was applause from the bleachers.

"Truly," Aries said, smiling. Denise ignored him for the time being and approached Misty; Misty held up the shiny Cascade Badge before dropping it in Denise's palm, followed by two hundred and fifty dollars. Denise admired the Badge for two seconds before chucking it at Aries; it hit him in the forehead, causing him to slip off of the soaked bleachers and onto the ground with a thud.

"I could've used you-know-who when you-know-who-the-bastard-is wouldn't listen," she said heatedly. Aries smiled apologetically, rubbing the red mark on his forehead.

"It's not here," he said, and Denise realized that he was alone. "It found a base and sent me to tell you—very interesting battle, by the way. Ingenious. And to think you tamed the untamable Theophilus—"

"I didn't," she said bitterly. She heard him cackling behind her and angrily returned him to his PokeBall. Aries' eyes scanned her face.

"You promised him something," he said.

"You owe me!" she said angrily. "You owe me a thought, you freaking brain-peeper."

"Well then?"

"…I can't think of one right now, but I will." She shoved the Badge in her pocket and stared at the money. "At least I can get new clothes now."

"Where's that base?" Denise asked, shoving her worn-out clothes into her backpack. Aries didn't hear her at first, intent on his chocolate wafer strawberry something-or-other Castelia Cone that she was surprised they sold in Kanto and more so surprised that one of 'em costed eight dollars. "Aries!"

"Huh?" He looked at her.

"The base!"

"Oh, um, right." He looked at the Thrift Shop she just visited. "Secondhand clothing?"

"Shut up; it's the best I can do without blowing all of our cash." she argued. She did manage to pick up some normal, minimally-worn clothes: a blue hoodie, cargo shorts, and a newish pair of Running Shoes. "And you're getting off-topic!"

"I apologize," he said, looking anything but sorry. Then he blinked, looking to her side. "Where's Henry?"

"Pokémon Center."

"We can't go without him; there might be Grunts to fight."

"We have Mew!"

"I don't like pushing it to fight," he said apologetically. "You know it already has so much responsibility."

"I guess you're right," she grumbled. "Then what do we do in the meantime?"

He looked at her pocket. "I think we should get to know Theo."

"Theo—you mean Theophilus?"

"Yes; I believe Theo is less of a mouthful, don't you?" His smile was dazzlingly sickening.

"I'm not trying to get friendly with a rat that's had too many trips to the hair salon."

You're the only rat here! he said, appearing beside Aries.

"How did you get out?" Denise snapped.

PokeBalls can't hold me!

"You must have hit the button when you leaned against that pillar," Aries said, pointing at the pillar next to her.

"I should've tossed it when I had the chance," she sighed.

Hey! Remember, you owe me something!

"Yeah, yeah, I remember. The hell do you want?"

Hm… He actually thought about it for a minute. You got money, right?

"Sure."

Take me to the best restaurant here.

"And that is—?"

"House of Staryu," Aries answered. She looked at him evenly. "We passed by a lot of businesses searching for the base."

"House of Staryu… I remember we had that place in Pewter. It was like this real fancy seafood place for people and their Pokémon… Dude, that'll cost all of my money!"

Exactly, he grinned. How's it feel now, using Pokémon to fight your battles? I'm getting my reward, or else. He flashed his claws dangerously.

"Fine!" she said. "Just you—"

"I'm a bit hungry too," Aries interjected. She gave him a murderous look. "On second thought, I'm not all that hungry."

"You're a conniving, devious Rattata, aren't you?"

Aw, you flatter me, he said.

"Wish I could flatten you." It didn't help that he continued smirking at her. She didn't think she could hate a Pokémon so much, but there he was.

Wow, that was good! Theo said on their way back to the PokéCenter. That Dragalge Soup and the boiled Clauncher with the Tentacruel Sushi Surprise—who knew poison could taste so good distilled?

"It better have been delicious for two hundred dollars," Denise grumbled, hands in her pockets.

Don't act like that! he snapped, but the grin never left his face. I saved you something out of the goodness of my heart!

"Fish bones may count as food for you, but not for people."

Ingrate, he muttered. She moved past him into the PokéCenter before she tried to throttle him. There were a dozen trainers in the waiting room, only two of them with Pokémon, and Nurse Joy wasn't at the counter, but her Chansey was.

"Chansey?" Denise called. She looked up from her rapid typing on the computer screen. "My Lucario—is he healed?"

"Chansey, chance," she said. Denise turned to Aries.

"She said yes, but he still needs some rest," he said.

"But I don't have any patience left. Where is he?"

"Chansey!" she said, shaking her head determinedly.

"Show me!"

"Chan!"

"She takes her job very seriously," Aries noted.

"Shut up with the admiration and show me where Henry is."

"As you wish, Master," he smiled, bowing. She made sure to punch him in the head on his way up. Chansey looked like she wanted to stop them, but a Trainer came up to her then, distracting her. Aries took the opportunity to lead Denise into the recovery room. There were several other Pokémon in there, like Volbeat and Kangaskhan and Glalie, but the only one she saw was Henry in the far right corner.

"Henry!" she yelled, maneuvering around the beds in the room to reach his. He was on his side in a peaceful sleep that would've been cute if he was a Riolu—he wasn't, though, so she grabbed him by the shoulders and shook him wildly. "Get up get up get up!"

"Luca! Luca!" he gasped, eyes bouncing around his skull. She released him and he fell to the ground, disoriented.

"Welcome back."

"Lu," he sighed, getting to his feet. She held up the Cascade Badge for him; his eyes widened and he grinned. She high-fived him.

"That much closer to being Champion, Henry!"

"Lucario!"

Aries and Theo were in the waiting room when they returned. Aries smiled at Henry. "It's good to see you back in commission, Henry."

"Luca."

"I'm sorry to be putting you in danger so quickly after your recovery, but we've found the Team Rocket base, and there is most likely going to be resistance in getting to the warp pad."

"Lucario!" he said, pumped.

"I don't think he minds," Denise said.

"Well then, if that's settled—"

Yeah, if that's settled, I'll just be staying here, Theo interrupted, dropping into one of the chairs.

"No you're—" She gasped as she checked her pockets and came up empty. He waved his PokeBall in the air.

Looking for this? I took it when you were changing clothes earlier.

"You little—"

"Denise, we can't force him," Aries said, shrugging.

"Fine, I guess we can't. Stay here if you don't want to help save the world," she snapped at Theo.

I was never a hero.

"Ugh! Aries, show me where the damn base is." He tilted his head to the side, smiling. "I swear I'll beat the grin off of your face."

Abrasiveness is never attractive, Theo chimed in.

"Yeah, 'cause obviously you have herds of women."

"This is awfully petty, Denise," Aries said, shaking his head at her. She clenched her fists but held her tongue. "Let's go."

"Lucario," Henry agreed, flexing his shoulder.

"Yeah," Denise said, throwing an angry look at Theo, who was checking his claws. "Let's go."