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After being defeated by Sabrina and her psychic Pokemon Abra, Ash takes the advice of the mysterious man; to catch a Ghost Pokemon, the only type able to defeat the strange gym leader.

Ash, scared of going into the tower, tries to convince his two friends to go with him. After some playing around, they all go into the tower together.

Of course, the ever dumb and devious Team Rocket are trying to catch Ash's Pikachu. But, they run into a rather surprising Pokemon, Ghastly! Ghastly scares the wits out of the Rockets, and they fall under the floor of the Tower!

During this time, Ash and the others explore the tower. It is very dark, and Brook asks Charmander to light the place up. Accidentally, he lights up Brooks face instead! Ash sees the crack in the floor in which Team Rocket fell, and thinks a ghost pokemon is there. He throws down the PokeBall, and hits Jessie right in the face!

Shortly, they arrive in a dinning room. To their surprise, food is set on the table. All of a sudden, the three ghost pokemon show up; Ghastly, Haunter, and Gengar! In shock, Misty and Brook flee from the room and out of the tower, leaving Ash and Pikachu behind! They are both scared literally to death by the trio, and a moment after are floating together with the ghosts in spirit form.

The three pokemon bring Ash to their room, and then he realizes what they were truly after; a friend. Toys are stocked all over the place, and all the trio wanted was someone to play with them. After this, the three ghost pokemon take Ash and Pikachu for a floating ride through the surrounding area, showing him how great it is. Ash sees Misty and Brook, and plays around a little, knowing that they can't see him.

Upon returning to the tower, Ash explains to the three that although he would like to stay and play with them, he and his friend must go on with their journey. Though they are sad by this, they let Ash and Pikachu return to their bodies. Brook and Misty are already their, and are glad to have their friend back. They, leave the tower, and Ash explains to them that the ghost pokemon don't want to be captured, and that he will have to find another way to defeat Sabrina.

But, somehow Haunter understood the importance of Ash having a ghost Pokemon. He leaves his two friend temporarily, and decides to join Ash for awhile. With Haunter in his hands, Ash's path is clear: To return and defeat Sabrina and stop her menace!