The film tells the story of 13-year-old Fly, a mischievous boy who, while his parents are away and Aunt Anna is asleep, goes fishing with his sister Stella and cousin Chuck. When they accidentally enter Professor Mackrill's laboratory, a spine-chilling adventure begins. Professor Mackrill believes that society will soon descend into chaos and is experimenting with turning humans into fish. Stella drinks a potion that transforms humans into starfish and is unknowingly thrown into the sea by Fly. To save Stella, the two boys have no choice but to drink the potion and become fish themselves. They have only 48 hours to find Stella, or they will remain fish forever. Unfortunately, the antidote also falls into the sea, and a fish named John drinks it, gaining a human voice and intelligence. John then plans to become the ruler of the ocean. A monstrous shark becomes his assistant, and he builds an army to govern his kingdom. In order to obtain the formula for the potion, John captures Fly, Stella, and Chuck after they intrude into his kingdom. How will they defeat John and turn back into humans?
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