|"The Flying Fish"|
|Season 1, Episode 5|
|Airdate:||January 17, 2011|
The Walrus Chief
The Giant Squid
Professor Inkling shows Shellington, Captain Barnacles and Kwazii an old journal that belonged to Inkling's grandfather that shows a missing page. As the Octonauts travel above the ocean a school of flying fish appear and steal Shellington's waterproof satchel bag as Kwazii in his updated Gup-B try to retrieve the satchel bag.
- The Gup-B gets it's first upgrade
- When Peso reveals his helmet, there is a rendering error on his flipper and his collar.