 Baron Barracuda and Trigger Fish lurk near the ship of Skipper Kipper, waiting for him to leave so that they may steal its gold. Trigger expresses fearfulness; the Baron says that he does not want a trigger fish who is scared. Skipper, floating in a port-hole and singing, guards the gold. Unseen by the Baron and Trigger, Seabiscuit the Seahorse overhears their conversation, then swims away. At her place, Miss Minerva is singing. Doc Sturgeon and Finley Haddock are present. Minerva (apparently in agreement with remarks by Finley) says that it is a lovely day, but that they must be alert to possible evil-doing by the Baron. As Skipper swims from the port-hole, the Baron tells Trigger to prepare to act on his signal. Seabiscuit continues swimming. At Minerva s place, Finley spots Seabiscuit s approach, reports it to Miss Minerva, and declares that something is amiss. Arriving, Seabiscuit whinnies for a bit as Minerva listens. Then Minerva declares that the Baron is attacking Skipper, who must be warned; Minerva says that she will give this warning by magic shell-o-phone. She takes up the shell with which Sam the Sawfish had been summoned in Talking Fish (Episode 3), and hails Skipper. When he responds, she warns him that the Baron is after the gold, and tells him to quickly close the port-hole. He immediately swims back into the cabin and closes the port-hole. The Baron makes a dash but slams into the glass. He complains that Minerva has warned Skipper again and that the magic shell-o-phone has repeatedly thwarted them. Inside the cabin, Skipper declares to himself that the warning had come just in time. Trigger suggests to the Baron that they steal the magic shell-o-phone. He and the Baron swim away from the ship. At Minerva s place, she notes to Finley and to Doc that the Baron has been thwarted but remains wicked. She says that they d better make sure that Skipper is safe. Nearby, the Baron tells Trigger to watch for an opportunity. Speaking with Minerva, Finley suggests that the cabin door is a point of vulnerability, and should be nailed closed. The Baron and Trigger close-in on the shell-o-phone. Trigger suggests that the Baron be the one to take it. As the Baron and Trigger slink away, Finley suggests that his party should call the Hammerhead Shark. As Minerva starts to do so, she sees that the phone is gone. Gabby the Clam observes the Baron and Trigger slinking away with the shell-o-phone. Minerva and her party (which now includes Georgie Porgy) express bafflement and distress. Observed by Seabiscuit, Diver Dan descends to the ocean floor. Seabiscuit goes to Minerva s place, and whinnies that Dan is descending near the sea ferns. Minerva suggests that Dan might be able to help. Finley declares that he will go ask, and swims away. Minerva seems greatly cheered. Finley tells Dan that the shell-o-phone has been taken. Dan says that he will try to help, but they they must learn what has become of it. Dan insists that someone must have witnessed what happened to it. After some thought, Finley suggests that Gabby may have seen what happened. Finley declares that he will go ask Gabby, and swims away. Reaching Gabby, Finley identifies himself and pleads for Gabby to say what happened. Gabby closes without speaking. Finley turns to Minerva and notes that she can make Gabby talk. Minerva nags Gabby, who says Bar-ron! Finley swims to Dan, and reports that Gabby has implicated the Baron but provided no more information. Finley declares that the Baron must have the shell-o-phone in his hide-out. Finley says that, with Dan along, his party is not afraid of the Baron: You ve got your knife! Dan unsheaths the knife, and urges Finley to hurry, as they must catch the Baron. Doc and Georgie have appeared, to accompany them. The Baron deposits the shell-o-phone in his hide-out (next to the skeleton of a fish chained to a wall), and laughs wickedly that the shell-o-phone can no longer be used by Minerva to issue warnings. He says that the other fish will not dare to enter his hide-out, and If they do, they are in for a big surprise!