The trio come across a Pokemon Contest Hall on their way to Rustboro City. For Ash, this was the first time seeing something like this while May and Max have only ever heard about it. Seeing a contest for the first time, the trio had a different reaction. Max did not like it much while Ash found it intriguing but ultimately not for him. May on the other hand was completely taken in by the whole thing. Especially the Beautifly one of the contestants used.

Which influenced her in capturing her own Wurmple, which was the pre-evolution of Beautifly.

They eventually reach Rustboro City and after healing their Pokemon they head straight for the Gym.

The Gym doubled as a Pokemon School, and the Gym Leader was a teacher. Roxanne invited the three to attend classes with the rest of the students. May attends a class on Pokemon Contests and Max attends a class for Beginner Trainers. Ash on the other hand held a class on battling, a new thing for Ash but he enjoyed it.

The classes also allowed Ash to learn what Pokemon Roxanne used, which gave him time to mull over tactics. The Gym Battle was held the next day.


"It will be a two-on-two battle. The last Pokemon standing wins!" the referee declared and both Gym Leader and Challenger nodded. The sound for the battle to begin was sounded. Roxanne sent out Geodude while Ash sent out his Cacnea.

Roxanne called for Mega Punch while Ash called for Pin Missile. Geodude punched away a few of the needles before the numbers overwhelmed it and it took some damage, not too much for the Gym Leader to worry. Geodude then used Rock Throw, which Cacna countered with Pin Missile, both moves cancelling the other out. Geodude charged with Rollout and Cacnea attacked with Needle Arm. The supereffective move did its work, sending Geodude flying back but not knocking it out. Cacnea quickly followed it up with Pin Missile, narrowing Geodude's route and forcing it to come straight with Rolout. Cacnea countered with Needle Arm, this time knocking the Pokemon out with ease.

Roxanne called her Geodude back, impressed by Ash's Cacnea and his strategy of utilizing her every move in creative ways. Roxanne calls out her next Pokemon, one Ash is seeing for the first time.

"Nosepass, the Compass Pokemon. Nosepass's magnetic nose is always pointed to the north. If two of these Pokémon meet, they cannot turn their faces to each other when they are close because their magnetic noses repel one another."

Ash called Cacnea back and sent out his Blastoise.

Roxanne called for Zap Canon but Blastoise blocked it with Protect, before using Hydro Pump. The beam of water shot Nosepass off its feet and crashed it into the wall behind the Gym Leader, knocking it out with ease.

Ash called Blastoise back happily, but couldn't help but feel that the battle was too easy for him.


With the Stone Badge in hand Ash and Co decide to explore the city of Rustboro. They help May with some shopping and take a tour of the Devon Corporation building before the President himself comes to greet them and offer to upgrade Max's older model PokeNav free of cost.

As they waited for the upgrade to be finished, a shady-looking man was seen being chased by the police. The trio join the chase but watch the man fly off on a jet pack of all things. Ash and Co still give chase through town, following the trail of smoke that led them to an abandoned port. The man had landed before them and called out his Pokemon, another one Ash had never seen.


"Crawdaunt, the Rogue Pokemon. Crawdaunt has an extremely violent nature that compels it to challenge other living things to battle. Other life-forms refuse to live in ponds inhabited by this Pokémon, making them desolate places."

The man, revealing himself to not being a scientist but someone else entirely, held an old man in his arms.

"Any sudden moves and the man gets it" the man threatened, holding a knife to the man's throat.

The trio hesitated, but when Crawdaunt rushed at them with a glowing claw, Ash and May sent out Blastoise and Seviper respectively. Max took the moment to run after the shady man when he saw the man rush off with the old man.

"Give me the keys to the boat!" the shady man threatened.

"Let him go!" Max demanded.

The shady man looked up surprised before smiling.

"Listen, Kid, I'll let you off with a warning. Leave now and I won't hurt ya."

"I said let him go!"

The man's smile dropped. He brought out another Pokeball and called out a Mightyena. Max called out his Shroomish and swallowed thickly.

Mightyena went for a Shadow ball that Shroomish jumped out of the way of. Shroomish countered with Bullet Seed and the Mightyena jumped out of the way this time. Mightyena charged and slammed into Shroomish with Tackle, sending the Pokemon rolling back. Shroomish got up but took heavy damage. Mightyena prepared another Shadow Ball, but Shroomish aimed a Bullet Seed at the Shadow Ball and made it explode in Mightyena's face. The canine Pokemon shook its head violently before it began snarling. The Pokemon charged with its jaws gaping, reading a bite attack. Shroomish let out Stun Spore when the Pokemon got close. Mightyena fell over from Paralysis and Max whooped with joy at his first victory.

The shady man called his Mightyena back and Max watched him ride off on the boat he stole. Max rushed to the Old Man to check if he was alright.

Outside Ash and May were able to push Crawdaunt back, but still, the Rogue Pokemon stood ready to battle. As the boat with the shady man passed by, Crawdaunt jumped into the water and swam after the boat.

The police came not long after, as did the President of Devon Corporation. Ash pointed out where the thug was headed and loaned Blastoise to the Police so they could give chase. May meanwhile rushed deeper inside the old port and was relieved to find both Max and the Old Man were doing well. May of course only really cared about whether Max was alright.


"The man was able to regroup with a few more members of Team Aqua and were able to get away" the police stated after returning on top of Blastoise.

"Team Aqua?" Ash asked.

"Team Aqua" Mr. Stone of Devon Corporation nodded, "they are a group of criminals that have been trying to get me to help them in some way to expand the seas. I have always denied them help for various reasons. But this was the first time they were so forthcoming with their plan" The man frowned.

Ash frowned hearing about Team Aqua as well, thinking back on Team Rocket and how evil they were.

"Thank you kids for helping" Mr. Stone said, handing Max his PokeNav back, new and improved. "You can now use your PokeNav to make phone calls. I got the inspiration for that feature when I saw a Pokegear on a Johtonian Trainer once."

After Mr. Stone had left, the Old Man approached the group and thanked them for saving his life. He agreed to give them a ride to Dewford, where the next Gym was.

They all agreed and thanked the man for his kindness, but all Ash could think about was Team Aqua.