On the way to Oreburgh City, Ash is training Starly so that it will learn Aerial Ace. During the training they meet a girl named Rosebay whos job is to protect the wild Pokemon in the valley. She has noticed that the population of bird Pokemon has decreased over the last copule of days. In turns out that this is all a plan by Team Rocket, who is capturing them inside of an underground base. When Starly winds up in this trap, he tries to rally the Pokemon into trying to break free.

Ash and friends finally arrive in Oreburgh City. They head to the Gym and run into Paul. It turns out that Roark, the leader is working at the Oreburgh mines. After digging up a fossil, Roark returns to the Gym and begins his battle with Paul. The realization of Roark's power comes into view when he easily takes out Paul's Azumarill. As the battle continues, Paul now has to face three rock-types, with his only type advantage knocked out. Will Paul be able to pull off a win?