Beanie and Elwood have done their school science report on earthquakes, discovering that the town is built on a fault line. Admiral Bubbles, reading Beanie's report, realizes that with simple machine serving as a catalyst, he could easily destroy the entire town. The goldfish builds his machine and tests it inside an old abandoned clock tower. As the city begins to shake, falling rubble from the tower hits Admiral Bubbles on the head, knocking him out and causing him to lose his memory. When Beanie finds him in an animal shelter, the fish has no memory of his evil ways; in fact, he is now more obsessed with decorating than with destruction. Beanie and Admiral Bubbles follow the cracks from the last tremor to their point of origin: the clock tower. Inside, Beanie tries to stop the device, but the vibrations from the chiming clock give the fish back his memory, and Beanie finds himself once again at the mercy of his fish. Through sheer ingenuity, Beanie escapes and defeats the goldfish, who continues to play "the innocent fish" in hopes of tricking Beanie once again into letting him go free.