Kwazii in the Gup B

The Fastest Gup Around the World is the 18th episode of Season 3.


Kwazii brags that the Gup-B is more faster that any fast fish and anyone's fastest ship that he ends up getting himself into a race with an inventor who has a faster gup called the “Gup-Z” that is as big as a giant squid and looks like one.


The episode begins at Sparkle Ocean where there is a race between two ships! The man compliments the other man that he is doing a great job driving his ship on the sea, but tells him that his ship is the fastest ship in Disney Junior Island when his friend asked him why. The man looked offended just when he and his friend saw Kwazii and his friends and heard Kwazii shouting "Move over, ya landlubbers! Make way for the Gup-B! The fastest gup in the seven seas!" The men "pfft"ed as Captain Barnacles tells Kwazii about bragging and Kwazii replies that it causes nothing but trouble. The man snickered and says “that kid’s Gup couldn’t even beat my spineless goldfish,” leaving Kwazii to get angry quickly and accidentally sink both the men’s ships. Kwazii stops and is shocked to see what he had done. Luckily, the men were okay as they swam out of the water to gasp in some air and one of the men was amazed about how fast the Gup-B was. Suddenly, a man in a diving suit comes out of the water which freaks out the two men. Then, he took off his helmet and told the men that that’s the second fastest Gup in the seven seas. Kwazii felt offended again and asked in a sarcastic tone “Second fastest?!” Then Jake asked who the first was and the diving suit man told Kwazii, the visiting Noonbory, Jake, and Sofia to follow him.

As the four friends followed the diving suit man under the sea and swam behind him, they arrive at some beautiful and pearly looking undersea lair surrounded by a glass dome. The four friends were amazed by it’s beauty and light as they entered the entrance, which opens the automatic doors and Sofia transforms back from her mermaid form to her human form while Kwazii’s Aqua Wings folded and melted away. Then, the diving suit man leads Kwazii, Noonbory, Sofia, and Jake to an office made entirely out of mother-of-pearl and covered in cashmere. Breathlessly, Noonbory asked what the place was just when he and his friends heard someone say “What isn’t it?” The four friends gave each other confused looks just as a man sitting in a cashmere chair turned to face them and says to them in a dramatic voice, “Welcome to the PEARL!” Kwazii says in a questioning tone “The PEARL?” and Jake asked the man if he means the gem kind of pearl or the necklace kind of pearl. The man gets off his seat and explains to the four friends that the PEARL means “Perfect, Elegent, and Romantic Lair,” leaving the four friends saying in awe, “Whoa!” The man nods in agreement and tells the four friends to come in and wipe their feet. But wait, they don’t have to just when a robot, called the Pearly Auto Shoe Shiner (also known as PASS), shined their shoes and feet and then left. After the robot left, the man says to the four friends that his workers told him that one of the Octonauts have a fast Gup, then asks them if it is true. While Noonbory, Sofia, and Jake exchanged frowning looks with each other, Kwazii was about to tell the man proudly that the Gup-B is the fastest Gup in the world, when he remembered what Captain Barnacles told him about bragging. So Kwazii told the man that his Gup is just pretty fast. Then the man stroked his chin and raised an eyebrow, looking synchronized, but only for a second as he tells Kwazii and his friends to follow him so he can show them his inventions.

When they left the office, the man leads Kwazii, Noonbory, Sofia, and Jake in a pearly glass entrance and shows them his inventions outside of his lair. On their left was a pearly-white sea garden and on their right were mother-of-pearl air tanks, leaving Sofia amazed at all the things made of pearls. It seems like everything the man invented is made out of pearls, and Jake tries to figured out how he can make so many inventions out of pearls. Just as they made it to the end of the pearly entrance to enter a dark launch bay with only one light on and shining on some kind of ship covered in a giant sheet. As they entered, the man unveils the ship and introduces his ship, Swoosh, also known as the Gup-Z, to the four friends, who all gasped and their eyes grew wide with amazement. From the looks of the Gup, the Gup-Z had supreme strength, speed, and sophistication- powered by all workers who shovel coal into the furnace. Kwazii, Noonbory, Sofia, and Jake all gasped and exchanged wide eyed looks with each other as the man says that the Gup-Z is undoubtably the fastest Gup in the seven seas. Kwazii was shocked and perplexed at that comment and shouts that the Gup-B is the fastest Gup in the seven seas just as Noonbory adds that the Gup-B can beat any fast fish or fast ship in the water. He’d seen Kwazii do that and also adds that Kwazii can do it that in his sleep. With a mocking laugh, the man said “that Gup couldn’t beat my spineless goldfish.” Clutching his paws in anger and annoyance, Kwazii blurts out without thinking that they should have a race to see which Gup is the fastest, and the man suggests tomorrow morning, and Kwazii blurts out again “How about the Sea of Blood?!” Sofia, Jake, and Noonbory all gasped in shock as Noonbory asked frantically to Kwazii if he was crazy. That part of the ocean was filled with shipwrecks, man-eating sea monsters, and the water there is colored blood red, which is how that sea got it’s name. The man accepts the challenge as he and Kwazii shook hands, just when Kwazii didn’t realized that the man had his fingers crossed behind his back, coming up with a sneaky plan.

The next morning at the Disney Junior Town harbor, everyone came to watch the race, including the Octonauts, and Jake and Sofia stayed on deck to cheer on Kwazii. Just as the race was about to begin, an angry Captain Barnacles heard everything about what Kwazii said yesterday and asked him if he told him that bragging would just bring trouble, and it seemed to have. Captain Barnacles asked Kwazii what he was thinking as Kwazii scratched the back of his head looking embarrassed and said that he guesses he was thinking that the Gup-B was the fastest Gup in the whole ocean. Then, on top of the Gup-Z, the man shouts out that the moment of truth has arrived. Today everyone will learn who is the fastest... and who is dead. Everyone gasped at what the man said and Kwazii, Captain Barnacles, Peso, and Noonbory all said in unison, “Dead?” Just as the man cleared his throat and says that he means, “slowest.” Just then, the referee shouts “On your marks, get set...”, then raised his toy gun, then shot it at the air, and finally- the Gups were off! The crowd cheered, but mostly for Kwazii and the Gup-B. As the Gup-B was getting farther from the Gup-Z, Kwazii looked through his spyglass and laughed to himself as he thinks that winning this race is going to be easy. But Captain Barnacles, Peso, and Noonbory were not so sure. They have a bad feeling about this, something doesn’t seem right. Rolling his eyes, putting his paws behind his head, and laying his feet on the front, Kwazii told his friends that they worry too much. Right behind Kwazii and his friends, the Gup-Z opens it’s mouth, then some kind of cannon shots right out, preparing to fire something! Then, KABOOM! The Gup-Z launches something as Noonbory told Captain Barnacles, Peso, and Kwazii to take their Gups down into the sea for safety. As the three Octonauts were under the water, Peso asked Captain Barnacles and Kwazii what they think the man is firing at them. That totally answered Peso’s question as the man fired men with pearly weapons: target seeking pearly missiles, mechanical pearly nets, and pearly automatic fingers. Noonbory fought them back while he kept the Octonauts safe, but he was getting bruised really bad! Kwazii made a mental note to himself to never brag again.

Just then, all the men that were trying to attack Kwazii and the Gup-B swam back to the Gup-Z to dry themselves just as the man told them that the coal will not shovel itself. Without thinking, Kwazii puts the Gup-B in autopilot so it can drive by itself and Kwazii can help Noonbory fight off all the men. As the duo got rid of the men, a muscular man pokes Kwazii on the back, and soon, the muscular man, Kwazii, and Noonbory began to battle for their lives! After the fight was over, the muscular man‘s weapon broke and he swam off in fear! Suddenly, more men appeared to attack Kwazii and Noonbory, and then, a mechanical net caught Noonbory and Kwazii, trapping them and the Gup-B! Kwazii cried for Captain Barnacles and Peso to help him and Noonbory just as the Gup-Z passed by them and then took the lead as it approached the midway point! It turned around and was heading back to the harbor! Back at the harbor, everyone gasped and Jake and Sofia exchanged frantic glances when they heard that the Gup-B and Kwazii were stranded in the middle of the ocean! As the Gup-Z passed by Kwazii, the Gup-B, and his friends, Captain Barnacles helped push the Gup-B around the midway point while Peso followed by driving the Gup-A. They had to catch up before the man wins the race! While trying to catch up, Noonbory and Kwazii were struggling to break free of the net as Kwazii asked Noonbory what they were gonna do! Just then, they saw the Gup-Z stop and inside of it, the man snapped at his workers why they are not shoveling. One of the workers explains that they are on a schedule break. The man‘s expression softens and he lets his workers take their break while he looked at his watch.

While the Gup-Z was taking it’s break, Captain Barnacles freed Kwazii and Noonbory from the net, then puts it in the Gup-A just in case the Octonauts need it anytime they, and finally the Gup-B was back in action! It was catching up as Noonbory shouts with happiness to Kwazii that he knew he could do it! As the Gups A and B and Noonbory passed by the Gup-Z, everyone back at the harbor cheered and clapped when they heard that the Gup-B has taken the lead! Back inside the Gup-Z, the man looks down at his watch again and sees the time on it. Break time was over and the workers shoveled all the coal into the furnace they can, which powers up the Gup-Z again, and then it summons it’s cannon again to fire at the Gup-B! Noonbory quickly saw that coming and shouts to his friends to come on and that the man and the Gup-Z are gaining on them! The Gups and Noonbory dodged every blast the Gup-Z fires at them! The referee was watching this as he shouts to the crowd that the Gup-Z is gaining from the rear... and the Gups were heading for the Sea of Blood! Jake and Sofia hoped that Kwazii and his friends will survive that dangerous part of the Sparkle Ocean! When they were out of the Gup-Z’s reach, Kwazii, Captain Barnacles, Peso, and Noonbory entered the Sea of Blood! But they weren’t out of the woods yet when they saw a long-necked sea monster rise up from the waters, and it let out a loud cry as it prepared to attack the three Octonauts and Noonbory! Luckily, Noonbory fended the monster off, and other sea monsters too, as he cleared the path of sea monsters out of the way, and later, he and his friends were out of the Sea of Blood in one piece! And best of all, they were still in the lead! The sea monster pops out of the water and the man had no choice but to fire his workers at the creature, then abandons them to get away from the sea monster. Kwazii heard their cries for help and starts to feel guilty for getting everyone into this mess as he turned the Gup-B back to the Sea of Blood to save them while ignoring his friends who were calling him to come back, but they've decided to follow Kwazii and help him save the workers. Everyone back at the harbor gasped and Jake and Sofia both said in unison "NO!" when they heard that Kwazii and his gup were turning around. Back at the Sea of Blood, Kwazii (with his Aqua Wings) helped the workers get into the Gup-A, despite getting kicked on the head, and Captain Barnacles, Peso, and Noonbory were helping them get inside. After all the workers were safe, Kwazii and his friends started their Gups and got right back out of the Sea of Blood. This race wasn't over yet!

Meanwhile, the Gup-Z was slowly getting closer to the finish line as the man shouts at his workers, but then forgot that he fired them all at the sea monster. Then, the Gups A and B were picking up speed as they both took the lead, and the man had to keep the furnace going by waving a piece of clothing at it and making the fire more bigger so the Gup-Z could go faster. However, the two gups were too fast for the bigger gup because Kwazii, Captain Barnacles, and Peso were going faster not just because of the speed they were picking up, but because of the cheers from the rescued workers and all their friends back at the harbor. The Gups were neck and neck now, but who will win this race? Just as the three gups were close together, a camera flashes as the three gups crossed the finish line! But who, as in which gup, won the race? Kwazii, Captain Barnacles, Peso, and Noonbory climbed up onto the dock as they shook ocean water off of them and Kwazii asked if he won or not. Unfortunately, no one knows, so they guess they'll never know. Just then, the man laughs, surprising everyone and tells them that he has brought his pearly camera, which took a picture and will show everyone who and which gup won the race. After the picture came out of the camera, the man takes it and was shocked to see that... the Gup-B won! Kwazii, who gasped and was wide eyed, asked if he did won as Captain Barnacles, Peso, and Noonbory gave him proud smiles and nods, meaning that he did win the race! While Jake and Sofia went up to Kwazii to give him hugs, the workers all shouted that they quit and threw their shovels onto the dock as the ran for their freedom.

That night, Kwazii invited Captain Barnacles, Peso, Noonbory, Sofia, and Jake to a sleepover to celebrate Kwazii and the Gup-B's victory. Then, he said that he learned today that bragging brings nothing but trouble. Everyone of his friends agreed with that as Noonbory replied to Kwazii that he almost got himself killed, and Kwazii promises that he'll never make that same mistake again as he and his friends enjoyed their sleepover, ending the episode.

Powers that Kwazii uses

  • Aqua Wings


  • This episode is based on "Several Leagues Under the Sea" from "The Marvelous Misadventures of Flapjack".
  • This episode teaches that bragging brings nothing but trouble.


To see the transcript of this episode, click here.