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Arriving at the middle of the ship, the kids sneak into a meeting hall where they see a crowd of humanoid fish. Joe (in song) explains his plans for the ocean by making all fish intelligent and he will lead the fish in a new empire. Fly tries to steal the antidote but he and his friends are arrested. They are later spoke to by Joe who gets angry when Fly tells him there is no more formula left. The kids are imprisoned while Sasha is sent to the work camp. Sasha escapes and helps the kids defeat the Crab that is guarding them. Shark and Joe appear, but Joe is pummeled by Crab, and Shark fails to catch the kids as they escape. Later Joe puts Shark and Crab on trial and decides to execute them. He makes a random [[sea bass]] chief executioner, but it gets eaten by Shark. Joe realizes to be a great leader he must be forgiving. He makes Shark the offensive commander. Joe, Shark, Crab and an army of [[swordfish]] and crabs head out in search of the children.
The children meanwhile decide to remake the antidote, which is a hard challenge for them. Meanwhile, the parents find MacKrill's ship and find the professor reaching shore at that moment. He reveals to them the video footage of Stella's transformation, causing Anna to faint. Back underwater, the kids only have to find an octopus to collect the final ingredient. An octopus emerges from the ground and suddenly flees. The kids are saved! Suddenly Joe and his army appear. Joe fires both the Crab and Shark for their stupidity and tries to tempt Fly
Chuck plans to take Fly and Stella through the Professor's plumbing to the ship. There is an antidote inside. Stella and Sasha must say goodbye and it is hard for Stella. The three go through the plumbing using a series of items Chuck found on the seabed, with Joe following behind, getting hurt on the way. The fish flood the lab and head for the antidote. Joe steals the antidote and makes a getaway, while Chuck must battle a group of [[pirahna]]. Fly swims after Joe and tricks him into a "intelligence quiz". Everytime when Joe is having difficulty with a quiz, he takes a sip from the potion, becoming more and more human. In the end, Joe realized too late when Fly asked the final quiz "Do humans breath under water?" and drowns. Time is nearly up. The fish try to trick the potion and they are sucked up to the deck above. Stella and Chuck return to normal but Chuck finds Fly still as a fish, on the floor unconscious. Chuck starts to go mad and Aunt Anna accidentally treads on Fly! Suddenly, Fly emerges from the pump, as a human. Anna discovers the fish she treaded on was the stuffed fly fish.
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