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Mistaking it for [[lemonade]], Stella drinks the potion and turns into a [[starfish]], which Fly unknowingly throws out the window into the sea. Chuck discovers the mistake after finding Stella's transformation caught on camera. The trio set out to find Stella, but their boat sinks in a storm. Fly and Chuck drink the potion, becoming a [[California flying fish]] and a [[Aurelia aurita|moon jellyfish]]. Bill and Lisa return home to find Anna frantic with worry. Noticing that Fly's fishing equipment is gone, Bill, Lisa, and Anna head to the beach to search for them but find only Fly's rollerblades. The adults fear the worst until Professor MacKrill, having survived the storm, arrives and shows them the video of Stella's transformation.
Underwater, the leaking antidote attracts a [[lemon shark]] and a [[pilot fish]]. They consume it, gaining intelligence and [[anthropomorphic]] appearances. The pilot fish names himself Joe and uses the antidote to create a
Fly, Chuck, and Stella reunite, accompanied by Sasha, a [[seahorse]] whom Stella adopts. They must find the antidote within forty-eight hours, or their transformations will be permanent. The trio swims to Joe's ___domain, a sunken [[oil tanker]], where Fly tries to steal the antidote. They are caught and interrogated by Joe about their intent and origins. He demands that they manufacture more of the antidote, or the Shark will eat them. The children are imprisoned and guarded by an aggressive, militaristic [[king crab]]. Sasha frees the children, who manage to escape.
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