A new student, Sherman Shrimp, comes to school and Rainbow Fish treats him badly. However, after Sherman saves Rainbow from a sudden shipwreck, Rainbow realizes that he has been bad to Sherman all along.

Rainbow gets a job at the Candy Counter to earn money.

When Chomper's cousin Slick (Macaulay Culkin), a pool-playing master, comes to Wanda's refreshment shop, he beats everyone in Pool by secretly cheating. Rainbow, unaware of this at first, is in awe, and decides to become his assistant, then discovers his secret. Rainbow then declares a match to determine that Chomper's relative is cheating. Rainbow then wins, and the other player leaves the shop forever.