Disclaimer: I do not own pokemon if i did Ash would win everything

It had been several hours. But finally the three trainers could see the lights of Cerulean City, they walked down the path and through the city entrance. Misty led Brock and Ash to the Pokemon centre.

Ash walked up to the counter, he handed over all his pokemon so they could get healed, he then asked

"Excuse Nurse Joy but could I get two rooms for the night? One for me and my friend Brock and one for my friend Misty."

Nurse Joy smiled "Certainly Ash Ketchum here are your two room keys, have a pleasant stay here in Cerulean City."

Ash blinked then gathered himself from his shocked state "Excuse me Nurse Joy, but how do you know who I am?"

Nurse Joy turned to the young trainer "My sister in Pewter City called, she said you helped her save some Pokemon from three thieves. She decided to pass on your photo to all the nurse Joy's in Kanto region. As she is the eldest of all of us she asked that we go out of a way to make sure you have a comfortable stay in any of our centres, free of charge."

Ash blinked again "Hmm thank you, by the way one of my Pokemon is very special, just letting you know before hand, so you're not surprised when you see her."

"I will keep that in mind Ash, now you and your travelling companions look like you could do with a good rest. I expect travelling through mount moon as taken a lot out of you."

Brock and Misty followed Ash up stairs, they came to two doors next to each other. Ash handed one of the keys to Misty.

"Here Mist, Brock and me will, share. You can have your own room."

Misty took the key "Cheers Ash, I will put my bags away then meet you both downstairs."

Brock and Ash walked into their room, they both laid their packs on their respective beds. Brock began to unpack "Hey Ash, have you decided who you're going to use tomorrow?"

Ash pulled out his Pokedex "Well if what Misty said was true then Pikachu is my best bet, but I am going to keep Lucario, and Scizor in reserve. I will send my Feebass back to professor Oak, and have him send me Scizor."

Brock nodded "Good call, we better go downstairs I am sure nurse Joy will be finished with all our Pokemon."

Ash and Brock walked downstairs and saw Misty sitting at one of the table, she had a glass of orange juice, Ash could not help but notice that Misty seemed on edge, Ash nudged Brock

"Is it me or does Misty look nervous"

Brock looked over to see where Ash was looking "Now you mention it, ever since we got to Cerulean City she been looking over her shoulder every minute, this place must have some real bad memories for her."

Ash walked over to the video phone "I am just going to call professor Oak and have him transfer Scizor. See you afterwards."

With Brock and Misty

"Hey Misty you okay? You seem a little tense since we got here."

Misty looked up at Brock, "Huh, no I am fine, just tired that's all. Where did Ash go?"

Brock knew Misty was changing the subject, but decided not to push it. He didn't want them to get into an argument, so he just decided to answer her question. "He's talking to professor oak, about transferring Scizor over for the gym battle, so far he is going with Pikachu, Scizor and Lucario."

Misty just nodded "That seems like a good idea, hey here comes Ash now."

"Hey Guys just got word Gary is in the city, professor said he wanted to battle me after I win my second badge, plus I just got Scizor. Come on out Scizor."

Scizor appeared by its trainer, at first it was confused to be in unfamiliar place, but as soon as it laid eyes on Ash, it gave a large grin "Hey boss, who's next to be beaten."

Ash laughed at his highest level Pokemon "Good to see you too Scizor, by the way I found you a sparing partner "Lucario my son come on out."

Lucario appeared from his ball and looked at Ash "You summoned me father?"

Ash nodded then pointed to Scizor. "You remember Scizor don't you, well he's here to help us win our next gym badge, plus I thought he would make a great sparing partner for you in training

"As you wish father."

Scizor walked around Lucario, looking at him with a confused expression "Hey boss is this the little jackal that sat on your shoulder, with Pikachu?"

Brock and Misty were just watching all this, of course they could not understand them so all they heard were sounds and grunts, however with Ash answering like he was doing then they got the jest of things.

Ash walked behind Lucario and placed both his hands on Lucario shoulder "Yep Scizor this is what young Riolu evolves into he's called Lucario, but I call him my son as he calls me father. Its a long story."

Scizor just nodded "Hey boss where's Pikachu?"

Ash face palmed "Oh no he going to kill me, he hates his poke ball. Pikachu come on out."

Pikachu appeared with its arms crossed, he had one foot tapping the floor, with sparks on his cheeks. Ash gulped at the eyes his starter was giving him

"Well, care to explain why I am the last one out of my poke ball boss?"

Ash knelt down with his face touching the floor, everyone in the centre thought he was crazy praying to Pikachu "Please forgive Pikachu my friend, I didn't mean it."

Pikachu looked at his trainer knelling before him, asking for forgiveness, Pikachu uncrossed his arms then said "Just make sure it doesn't happen again, you know how I hate those things."

Ash stood up, and watched as his starter race up his arm, and sat on his shoulder. "I promise Pikachu it won't happen again."

Pikachu nuzzled his trainers cheek "Apology excepted boss, I see you got Scizor."

Ash turned his head to his starter, "Yeah you three, will be my gym team for tomorrow, the gym leader use water types so Pikachu will start things off, then my son and finally Scizor."

Next day at the gym

Ash walked into the gym, with Brock behind him. Misty had decided to do her own thing. Ash walked up to a huge pool, where he saw three girls doing synchronize diving. Brock had hearts for eyes seeing the three girls. Ash just shook his head in amusement. Any thing in a skirt seemed to do this to Brock. Ash approached the pool side edge.

"Excuse me, I am here to challenge the gym leader for a badge. My names Ash Ketchum, from Pallet town."

The three girls got out of the pool and walked over. One of them decided to speak

"Oh great another one from Pallet, hows many that now Lily?"

One of the other girls who was obviously Lily, held up her fingers and counted "Three, not including that cute one named Gary, he totally knocked us for a loop."

Ash groaned he hated when Gary got the better of him. even in the looks department. "So who am I challenging then?"

One of the girls step forward,

"You see that's the thing, we are tired of battling, ever since our younger sister walked out on us, we have been made the laughing stock of the Pokemon league gym ranks. So we decided instead of battling trainers were just hand them over the badge. So here you are the cascade badge."

"HOLD IT RIGHT THERE, I DIDN'T LEAVE THIS GYM SO IT COULD BECOME A LAUGHING STOCK!"

Everyone turned to see who had made the outburst. They all stood in fear as they saw Misty, at the door, with flashing green eyes.

Lily just shrugged "Well look what the tide dragged in our younger sister. Tell us Misty were dying to know are you water elite yet?"

Misty stormed towards her three sister, pushing past Brock and Ash

"Shut it Lily, and hand over that badge, maybe I can bring some dignity back to this gym. Ash you and me 3 on 3. You win I give you the cascade badge deal."

Ash was stunned, his jaw was on the floor "Misty you're a former gym leader?"

Misty walked towards the battlefield, "That's right Ash, I left here to become a water elite trainer and left my sister's in charge. However their more concerned with putting on water shows then defending our ancestor honour. This gym as been in our family for years, and I will not allow one of our league badges to be just given away, Brock would you do the honour of being our referee?"

Brock snapped out of his daze and stood on the platform between Ash and Misty. " This is an official gym battle, between the challenger Ash Ketchum from Pallet Town and the gym leader Misty Waterflower from Cerulean City. This match will be a 3 on 3, there will be no time limits, only the challenger may substitute, when both trainers are ready please call your first Pokemon."

Misty pulled a poke ball from her belt "Staryu I choose you."

A starfish shaped Pokemon appeared on the field. Ash noticed the whole field was a huge pool, with two large islands floating on it.

Ash looked at Pikachu, but noticed that he seemed withdrawn "Pikachu what's the matter?"

Pikachu hopped on Ash shoulder and gave him a tearful look "Sorry boss, I just can't battle Misty. She been too good to us."

Ash nodded his head in understanding. "okay Pikachu, look like I will have to re-think. I know Scizor I choose you."

Scizor appeared on the island smirking "Finally some action."

Brock raised the two flags "Scizor vs Staryu begin!"

Ash looked over to Staryu "Scizor start things of with Iron defence, straight into sword dance!"

Scizor glowed silver , then began to spin raising its defence and attack.

Misty looked on "Staryu, use Aqua ring, then hit him with Bubblebeam."

Staryu, shot a ring of water around itself, then shot a beam of bubbles.

Ash smirked, "Don't think so Misty, Scizor use baton pass."

Scizor looked at his trainer then grinned. He glowed white before transferring back to his poke ball.

Ash pulled out another ball from his belt "Go Dratini."

Dratini appeared on the island and also glowed white, it then faced Staryu and took the Bubblebeam with little damage.

Misty was confused "What did you do Ash? Why did your Scizor glow white then returned to it's ball?"

Ash grinned he was surprised a gym leader didn't know what the move baton pass was. "Its called Baton pass, it allows all Scizor stat raises to be passed on to the Pokemon taking its place,in this case Dratini. Now Dratini dive into the water and use Thunder wave!"

Dratini followed Ash orders and dived in the water, it then let off a electrical wave, that grew in size as the the attack was conducted through the water.

Staryu didn't see it coming and was hit paralysing it in place.

Misty was horrified "Staryu try to shake it off, and dive into the water, then use Rapid spin."

Staryu tried to move, but couldn't due to being paralysed.

Ash, now knew the had the upper hand "Dratini used Agility, to get near then use your tail to stir the pool into a Twister attack!"

Dratini moved quickly through the water and poked its head up out of the water in front of Staryu. It then spun its tail producing a huge water tornado that struck Staryu and slammed him against the ceiling.

Misty looked on as Staryu fell, she had no clue what to do.

Ash decided to deal the final blow. "Dratini end this use a full power Slam."

Dratini waited till Staryu was just at the right height, before flipping in mid air, and slamming her tail, sending Staryu, flying past Misty and against the far wall.

Brock noticed Staryu jewel centre was blinking signalling it was fainted. "Staryu is unable to battle Dratini is the winner. gym leader send out your next Pokemon."

Misty recalled Staryu, then removed another ball from her belt "Lucky hit Ash, but now you pay Starmie I choose you."

A purple starfish with a red jewel centre appeared on the island.

Ash narrowed his eyes, he knew a water Twister would be no good, as Starmie special ability was water absorb. However, it was part psychic so maybe he could do something.

Misty watched Ash thinking "Starmie, freeze the pond with Ice beam."

Starmie began to charge a light blue beam.

Ash knew that wasn't good "Dratini quickly up on the platform, then Thunder wave."

Dratini landed on the island, just as the water was fully frozen

Misty gritted her teeth "Starmie, use Ice beam on Dratini."

Starmie, charged up another beam and fired it at the dragon Pokemon., just as it released the beam it was hit with the Thunder wave, paralysing it.

Misty stamped her feet. "Not again, blast you Ash, Starmie try to use Psychic."

Starmie, glowed blue for a minute, before a blue aura surrounded Dratini, raising it in the air. Starmie then slammed the dragon Pokemon against the ceiling and floor, before sending back to Ash.

Ash saw Dratini heading towards the far wall, he jumped in front of the dragon Pokemon, and caught it before it hit the wall. He noticed she was fainted. He pulled her ball out and returned her.

Having seen Ash recall Dratini, Brock raised the flag on Misty side "Dratini is unable to battle starmie is the winner, challenger send out your next Pokemon."

Ash pulled a ball from his belt "Scizor your up, Sword dance, into Agility lets go."

Scizor began to spin raising it attack, it then began to zigzag across the field of ice.

Misty, quickly saw the danger "Starmie stop him with Psychic!"

Starmie tried to glow blue, but couldn't use the attack due to being paralysed, it watched Scizor zooming towards it.

Ash, knew he had this in the bag now "Scizor end this Night slash!"

Scizor appeared in front of Starmie with its claws glowing black, it then used them to slash across Starmie's jewel, knocking it flying into the far wall.

Misty noticed the jewel blinking again, she sighed and recalled her Pokemon.

Brock raised the flag on Ash side "Starmie, is unable to battle, the winner Scizor, gym leader send out your final Pokemon.

Misty shook her head, "my last Pokemon is Goldeen and the field is frozen, there no point battling. I forfeit my last Pokemon."

Brock looked shocked, but nodded then raised the flag on Ash side "As the gym leader as forfeited her final Pokemon, then the winner of this match is Ash Ketchum from Pallet town."

Ash raised his arm in the air "Oh yeah, my second badge."

Misty stepped down from the battle field and held out her hand to Ash "Congratulation, Ash on a well earned battle, your unique training abilities beat me fair and square. I bestow on you the cascade badge."

Ash took the badge from Misty hand and spun around into a pose "Oh right we got the Cascade badge."

Scizor, Lucario and Pikachu jumped with their trainer in excitement.

Brock and Misty shook their heads, then walked over to Misty three sister's.

"Okay you three, this is a Pokemon gym, not a place to put on water ballet. I am going to contact the league and ask them to send over a stand in till I finish my journey with Ash and Brock, and when I get back, the gym had better be what it is now or else."

Lily and her three sister gulped, they hated Misty temper, it wasn't a pleasant thing to be around "Okay sister, we promise to keep the gym as a gym no water ballets." While she said this she had her finger crossed behind her back, however Misty did not see this and just nodded.

"Good, now my replacement will be here in two days, I am sure you can manage till then?"

All three sister nodded.

Ash, Brock and Misty walked out of the gym, they were about to make there way to the Pokemon centre, when Ash heard a annoying, familiar voice

"Hey Ashy boy wait up."

A/N: Battle with Gary next chapter. Hoped you enjoyed the gym battle, and please carry on reviewing.