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Two friends, Mike, an elephant, and Pat, a fish in a fishbowl, are in a rowboat. While Mike naps, Pat jumps into the ocean, where he meets other fish. When a shark appears, Pat and his new fish friends are in trouble . . . until two chubby gray legs appear near the surface.

Mike lands on the shark and frightens the toothy fish away. Mike has a great time underwater until he realizes he is out of air. Now the fish help Mike.