Just as they reach Veilstone City, Ash and his friends spot a nearby commotion and track it down to the source: Gym Leader Maylene and her Lucario, locked in an intense sparring session! Pikachu and Piplup see Paul's Electabuzz and get in a fight, which is sorted out with the help of Maylene and Paul's pleasant older brother, Reggie, who's taking care of Paul's Pokémon. Something strange is afoot, however: Maylene is cornered by both Lucario and the Gym's students, and she refuses to accept Ash's Gym challenge. The truth is that ever since she was rudely defeated by Paul, she's lost all confidence in herself as a Gym Leader.
When Maylene runs off, Dawn follows her to have a candid one-on-one conversation about her doubts and fears. This encourages Maylene to open up about her own misgivings. Team Rocket spoils the moment by showing up and offering Lucario the chance to join their team instead, but Lucario isn't interested. After Lucario blasts Team Rocket, Dawn reminds Maylene that Lucario still wants to battle together. And now, when Dawn challenges Maylene to a battle, Maylene uncertainly accepts.
Back at Reggie's place, Reggie—an experienced Pokémon breeder—wants to see Ash in action, so he challenges Ash to a friendly match. Dawn and Maylene return just in time to watch as Ash's Turtwig gets the better of Reggie's Bibarel, although Reggie's Swalot then defeats Ash's Staravia. Reggie then brings out his Staraptor, which demonstrates the Brave Bird move while battling against Pikachu. Pikachu wins the round, and Reggie offers to help Ash teach Brave Bird to Staravia. But just as Reggie asks Maylene if she might be interested in battling Ash after all, Dawn steps in and puts her foot down: she's going to have a Gym Battle with Maylene first!