 With a small fish, Baron Barracuda lures an octopus into his lair, where he and Trigger Fish float near the shackled skeleton seen in the previous episode. (The magic shell-o-phone is not where he was seen placing it, nor otherwise visible.) The Baron presses a secret button which causes a trap door to slowly descend, caging the octopus. Diver Dan, Georgie Porgy, Doc Sturgeon, and Finley Haddock reach the Baron s lair. One fish announces as much. Doc tells the party to be careful, and says that Dan will lead the way. The Baron curses the fact that the Diver accompanies the fish. (The shell-o-phone is now where he had left it in the previous episode.) Dan urges his party to proceed. The Baron laughs cruelly at the thought that the party would dare to come into his lair. Dan announces to the Baron that he might as well surrender, that Dan s party knows that he has it, and that they are entering the lair. As Dan proceeds, the Baron laughs to Trigger that the recovery party is in for a big surprise. The octopus frowns out from his cell. Dan warns his party that the Baron is wickedly crafty, and tells them to watch their steps. Finley declares that when Dan is with them the Baron has no chance. Dan says that nonetheless the Baron cannot be trusted. Unseen by the party, the octopus reaches from his cell. The Baron laughs to Trigger that this guard will stop the party. Finley cries a warning. Dan tells Finley and Georgie that there is the dangerous presence of an octopus, which Finley notes is guarding the cave. The octopus grasps Dan by the legs. Dan announces that the octopus is too strong for Dan to free himself and that the party needs help. Finley directs Seabiscuit the Seahorse (not previously seen in the party) to quickly inform Miss Minerva. Seabiscuit swims away. Finley expresses despair that the Baron will triumph. The Baron declares that the octopus has thwarted his enemies and that the diver will never bother the Baron and Trigger again. Seabiscuit reaches Minerva s place and whinnies to her. Minerva summons Sam the Sawfish to deal with the octopus, and directs him to hurry as she waves him in the direction whence Seabiscuit came. Dan wrestles with the octopus as Trigger, the Baron, Doc, Finley, and Georgie watch. Sam swims. The Baron gloats that the recovery party is thwarted and that his party can keep the shell-o-phone. Sam arrives, and begins stabbing and sawing at the tentacles of the octopus. The Baron vents frustration. Dan thanks Sam and says that he can feel the octopus loosing his grip. The octopus withdraws his tentacles. Dan tells Sam to stand watch over the octopus as the shell-o-phone is recovered. Trigger suggests flight, but the Baron asserts to him that the octopus can now use his secret super weapon. Dan urges an attack. The Baron calls for the octopus to use the super weapon. The octopus begins to put out ink. Finley cries out in alarm. Dan announces that it is becoming impossible to see, and despairs. The Baron laughs evilly That did it.