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Somewhere outside of Snorktown, a green octopus swims along past coral reefs teaming with life. His name is Rex, and is feeling miserable lately. His master, a green snork named Radio Seaworthy, has been dating women his age lately. Rex watches from a distance as he checks into hotel rooms at some nights, usually with the same girl. Feeling down after watching what they were really doing, he swam out of town in search for a potential date of his own.

He hasn't slept for three days and ate very little, searching 24/ 7 for a female. After climbing on top of a coral reef, he then see's it. A female octopus floating above the coral reef Rex is climbing on. He shot up into the air and his pupils turned into hearts.

After approaching the female, the two entangle themselves in a ball and Rex had a good time of his life. Woo Hoo!

Meanwhile, Radio joins up with the gang as they were playing Frisbee. AllStar throws the Frisbee to Occy for him to catch mid-air, it wizzed above the red octopus' head and heads straight for Radio, The Frisbee flew above his head and he caught it with his snorkel. "Nice catch Radio," said AllStar as Radio hands the Frisbee back to him, "Where's Rex?"

"Somewhere," said Radio, "I was going to ask you if you saw him, but I take your question as a no."

"Does he always wander off?" asked Daffney.

"Sometimes he does, he usually stay by my side in most occasions," said Radio, "One time, we were at the mall and he noticed I'm gone. Oh boy, he panicked so much that when I finally found him he ran up to me and cried like a baby."

"Wow," said AllStar, "You should keep an eye on him more."

"He keeps an eye on me." said Radio, "If Occy does the same to you, then you would understand my ordeal. By the way, Rex has been gone for a week now."

"Are you worried?" asked Casey.

"Worried, even though that's my pet octopus doesn't mean he'll be treated as a pet." argued Radio, "Octopuses have rights too, including the right to... now would you look at that."

Rex crawls over a coral reef and slowly approached the group, he had droopy eyes and a big smile on his face indicating that he's feeling relaxed. When he walked up to Radio, he rubbed his face against the snork's legs awhile cooing. "So, what have you been up to boy?" asked Radio as he picked up the octopus, "Awe, he had a date. He smells like... I know that smell, he got laid and I could tell."

"Why haven't you got him fixed?" asked AllStar.

"Hey, this is a special breed of octopus." claimed Radio as he pressed Rex's head against his chest, "A breed that I created, normal or artificial he has the right to make out."

"A breed?" asked AllStar, "You mean to tell us you created a new breed of octopus."

"This is a genetically modified octopus I call Neurologica Rexinworth, in other words, Neuroctopus." explained Radio.

"Why call a breed of octopus that?" asked Dimmy.

"Because, they can control you and they're extremely intelligent." You've seen it yourself, the way Rex sucked on AllStar and Junior's head and made them his – um – zombies."

"Zombies?" asked AllStar, "There's no such thing as zombies."

"You'll be eating those words AllStar, I swear it on my life." warned Radio, "If my Neuroctopus have successfully breed with a regular octopus and made more Neuroctopuses and attacks Snorktown, don't come crying to me."

With that said and done Radio walks off with Rex in hand, and the gang stood there puzzled at what the snork just said. "Eating those words," laughed AllStar, "Who does he think he is? A scientist?"

"A Mad Scientist," corrected Dimmy.

"Good point, he is a Mad Scientist," agreed AllStar as he throws the Frisbee to him, restarting the game.

Two weeks later, the female octopus that Rex had mated with had laid her eggs at a protective spot on a coral reef. She'd laid about 200,000 eggs and sat there trying to protect them, never leaving their side. A month went by and the eggs finally hatched. As the tiny larval octopuses swims away, she leaves the layer too week to defend herself from predators. And soon, a predator approaches.

Expected to meet a eerie death, she closes her eyes and waited. But nothing happened, when she opened them she was surprised to see her offspring come to her aid. They swarm in a cloud and made a small film with their 8 tentacles linked together, the predator tries to charge at their mother but the protective film bounces the predator back. Suddenly, the larval octopuses engulfs the predators and the mother can only watched as the predator dissolves like acid as her offspring eats it alive.

Once they're done, there was nothing left but bone. They then refocused attention to their mother where the larval octopus cloud gathered around her and picked her up, and placed her back to the layer where she laid her eggs. The larva octopus cloud then evenly spreads out around the coral reef and linked up to each other using their tentacles, the coral reef was literally spotted with the tiny octopuses in an organized fasion.

Then they began making an electronic pulsing noises along with green lights, the remainder of the larva cloud began to eat away another coral reef. Not for food, but material. Over time, they managed to make a giant protective shelter overnight using corral and sand. It was a dome like structure that surrounds the mother, inside she watches as the larva links up together and pulses green. She doesn't know it, but her offspring had learned Binary Code and created a biological Supercomputer.

Over time that supercomputer will grow in size as the octopuses reach adulthood, and whatever that computer learns - all the "Neuroctopuses" learns.

TO BE CONTINUED...