Ash and friends climb the steps to the Fortree City Gym—only to find out that the Gym Leader is busy in town with the Feather Carnival. Ash quickly heads to the carnival, where Winona is riding her Skarmory above the city.
Team Rocket is also at the carnival, and James laments the time he saw a Chimecho for sale at a carnival but did not buy it in time. Jessie and Meowth ditch him.
The kids meet Winona, and Ash challenges her to a Gym battle. She's busy with the carnival, so their battle will have to wait. Ash and friends decide to have fun, and release their Pokémon so they can have fun too.
James sees a Chimecho for sale—from the Magikarp salesman who's scammed him three times in the past! He buys it anyway, but once he shows it to Jessie and Meowth, it turns out to be just a Hoppip in disguise. A real Chimecho floats by, and happily joins James.
Ash and Winona arrive at the Gym, but an explosion in town calls them back to the carnival. Team Rocket is using a giant robot to shock and capture Flying-type Pokémon. When Ash fights back, they capture his Pikachu and Swellow too, and use Chimecho to heal their wounds.
Winona's Skarmory defeats Team Rocket with a Drill Peck attack, sending them blasting off. The festival resumes that evening, with the skies full of Flying Pokémon.