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 is going on vacation, but what happens when he forgets his favorite toy?"--

One night in the ocean, the Pout-Pout Fish can't get to sleep! He's all ready for bed, but he just can't catch a snooze. When he asks his friends for advice, they're all sure they know what he should do: Count sheep, use a pillow made of rocks, swim in circles. But nothing works. What to do when good advice isn't good for everyone? Little guppies will love this bedtime story about learning from experience and doing what's best for you!

With the help of his friends, Mr. Fish is able to overcome his anger.