The pout-pout fish believes he only knows how to frown, even though many of his friends suggest ways to change his expression, until one day a fish comes along that shows him otherwise.
Mr. Fish recalls how, on his very first day of school, he anxiously went to one classroom after another watching students do things he could not, until Miss Hewitt showed him to the room that was right for beginners.
Mr. Fish and Willa Whale are on their way to a birthday party, but Willa is worried about fitting in so Mr. Fish shows her how to overcome her social anxiety by tackling the worries one at a time.