Author's Note: Greetings everyone! This is my first time posting a fan story for the Octonauts. I really wanted to share this story with others-to anyone who cares to read it-but I feel like it is not written as well as it could be, so apologies for that. I did my best :')

Anyway, hope you enjoy!

Disclaimer: I don't own the Octonauts or anything. Just a fan like all of you.

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"Ready? Now, take a deep breath," The little puffer fish followed the commands of Peso easily and gulped in as much water as he could to puff himself up.

"Good job," Peso encouraged, as he adjusted his stethoscope, "Now exhale."

He was examining the sounds of his patient's breaths to ensure everything was ok. The puffer fish was the last checkup he had for the reef; a task that, at the start, seemed a bit overwhelming considering the number of patients he planned to see. And it certainly would have been, had it not been for the company and aid of his fellow Octonauts: Captain Barnacles and Shellington. In the end, regardless of the hard work, it was all rewarding.

"There, you sound as healthy as can be."

"Gee, thanks doc." The little guy smiled at him and swam away.

"Hasta luego!" Peso waved goodbye. "That looks like the last of them, Captain." Peso informed Barnacles as he put all his utensils away in his medical bag.

"Good work Peso," he complimented back, "Looks like the reef is good to go, then. We'd best be heading back to the Octopod. Now… if we can only find Shellington."

"He couldn't have gone too far." Peso replied as the two of them went out looking for their friend.

Unbeknownst to them, Shellington was in fact not far from their location; just on the other side of the Gup. The sea otter was too absorbed in his observation of sea anemones to have heard the captain's initial call.

"Shellington!"

But the second one brought him back to reality, "Oh, uh, right here, Captain!" He replied as he swam upwards to better reveal his location.

"There you are." The captain greeted, "We're ready to head back, have you finished with your, um… whatever it was you were doing?"

"Ah, yes, the anemones." Shellington pointed down at the specimen he was studying, "I was just examining this actinia I found. It looks like an old cut had turned into a second mouth! Isn't that just fascinating?" Shellington rambled on with his magnifying glass clutched in one hand and his notebook in the other. Barnacles and Peso both gave Shellington a friendly smile.

"Well, I'm glad to hear it, but let's continue the discussion once we get back to the Octopod." Their Captain suggested, waving them back to the Gups.

"Oh, right of course."

The three of them returned to their Gups, Peso to the Gup-E and Barnacles and Shellington to the Gup-A. But not a moment after they started off, a booming call echoed from above them. The sudden and loud sound gave Peso a jump and caused both Gups to halt momentarily out of curiosity of the origins.

"What was that noise?" Peso questioned with a tiny shiver having run down his back.

"I don't know, but…" Another booming call interrupted the captain, "There it is again."

"It's coming from above us," Shellington noted as he leaned as far forward as the Gup's windshield would allow. "It sounds like… whales!" He said pointing. "Humpback whales, to be precise."

"Hurry fellas, swim faster or else it'll catch up to us." They heard one of the whales in the front usher. They were taken aback by their urgency.

"Oh no, they sound scared." Peso said with a worried look.

"I wonder what could have spooked them to be in such a rush." Shellington added.

Peso gulped, "What could possibly spook a whale?"

"Only one way to find out." Captain Barnacles chimed in and ordered for them to ascend to catch up with the whales.

"Uh, excuse me! Whales?" The captain called out, but they either did not hear him or didn't care to respond. "Please, we only wish to help. Tell us what is going on?"

The whale in the back seemed tired as she was panting when she replied, "Uh no time to chat, we need keep moving."

"They look exhausted, captain." Shellington noted.

"What are you swimming away from?" The captain implored once more, but the whales did not turn around.

"It's no use," Peso announced, "they're just too scared to talk to us."

"Strange, I don't really see anything." Shellington added.

"Hmmm," Captain Barnacles hummed to himself in thought before pressing the button for the radio, "Barnacles to Octopod, come in."

"Dashi here, go ahead Captain." Dashi's voice responded through the com-link.

"Dashi, can you search the area on the sonar for any unusual creatures. Or anything that might spook a pod of whales."

"I'm on it, captain." Dashi responded as she rotated her chair to face the sonar. With a few buttons pressed, she expanded the range. A ping sound alerted her to the finding and looked at the large blip with curiosity.

"Captain, I found something on the sonar. It looks big, and it's not too far from your location."

"Go ahead and transmit the coordinates, we'll head there immediately." The captain ordered through the intercom.

When they arrived at the coordinates, they were met with an empty space. Confused, Barnacles radioed back to the Octopod, "Dashi, we're here, but we don't see anything. Are you sure those were the right coordinates?"

"Those are the coordinates, sir. You should be nearly on top of it."

"But I don't see anything?" Shellington chimed in before he ran to the back to glance out each of the windows.

Peso felt uneasy, "This place gives me the creeps."

Suddenly, a dark shadow moved over top of the two Gups causing all three to look up. There at the surface was a large sailing ship.

"A ship! That's what the whales must have been afraid of." Captain Barnacles concluded as he thanked Dashi for her help.

"But why were the whales afraid of a ship?" Shellington thought to himself with a paw on his chin, "It doesn't quite make sense."

"Wh—what if it's a bad ship?" Peso asked.

"You mean like whalers?" Shellington said as he returned to the captain's side. "Yes, I suppose so. Whaling is illegal in most regions, including this one."

"Let's just go and find those whales again, see if we can help them in any way." Barnacles commanded as he pushed the control wheel forward. Peso guided the Gup-E backwards and proceeded to turn around, but when doing so, he was suddenly met with a flash of silver just barely missing his windshield.

Startled, Peso let out a scream and accidentally reeled back too hard on the steering sending the Gup-E backwards faster than he'd like. He continued screaming as he tried to regain control.

"Peso!" Captain Barnacles called after him, but he was unable to steer forward as another flash of silver nearly collided with them. "What was that?!" he exclaimed.

"Ah, Captain, they're coming from the ship!" Shellington cried out after looking up.

"Peso, head down, get to deeper water—!" His command was interrupted when a loud sound of twisting metal came from the stern of the Gup-A. Captain Barnacles and Shellington fought to keep their footing as the Gup started tilting vertically. Sea water began pouring in, nearly drowning out Shellington's voice.

"Captain! It—it's a harpoon!"

"Dashi, we are under attack! I repeat, we are under attack; sound the octo-alert!" He ordered and Dashi scrambled over to hit the alarm.

When they heard the alert sound, they all rushed to the HQ. Kwazii, Inkling, Tweak and the vegimals stood in shock as they watch what was unfolding in the Gup-A.

Kwazii was the first the respond, "Captain, what's going on, what's happening?"

"Octonauts, we have a harpoon lodged in the Gup-A," He managed out as he struggled to keep said Gup under control. He was fighting against the pull of the harpoon that was winning in the battle of tug-of-war. As it pulled them upward, the Gup tilted further and further vertically. Shellington had to keep both hands on the console to keep himself from falling face-first into the window.

"I can't... ugh, keep her steady..." The gushing water was now up over their knees, "Shellington, activate helmets."

"Captain, we're on the way!" Kwazii ensured, glancing over at Dashi who was already at the pilot controls.

"Tweak... do we have anything, ugh, to cut this harpoon off of the Gup-A?" Barnacles asked, his voice stern, yet he remained calm.

"Uh, we could probably use the sonic slicers. But I have no idea how long it would take to cut through that metal." She explained.

"It's worth a try," The captain assured. But the plan quickly proved too late to act on as a creaking noise emanated from the engine. "Uh oh."

Soon, the engine failed and the Gup-A was viciously pulled upward. Shellington and the captain were thrown forward, landing on top of each other over the glass window.

"Captain? Shellington?" Kwazii's voice called out from the monitor before it fizzled off. Peso watched in terror as the Gup-A was pulled up toward the stern of the ship.

"Flappity flippers! What do I do? What do I do?!" More harpoons were shot down towards him and he screamed and quickly moved out of the way despite his shaking flippers.

"Peso!" Dashi's voice called out through the radio, "Peso, we've lost contact with the Gup-A."

Her voice was replaced with Kwazii's, "Pull out of there, matey!"

"But… they need help!"

"There's not much you can do for them right now." Kwazii reasoned, "We need to regroup!"

"We will be arriving at your location in two minutes." Dashi's voice informed through the com-link.

"Dashi," Kwazii asked, "The radio may be broken on the Gup-A, but what about the captain's octo-compass?"

"Already on it."

Once they had breached the surface, the water stopped pouring in. However, at their angle, the water did not drain in the front half and stayed within the cockpit. Barnacles and Shellington immerged from the cockpit and grabbed hold of the doorway. As the Gup was heaved over the side of the ship, it finally rested right side up, allowing the water to slowly drain from the impact hole created by the harpoon.

"Are you ok, Shellington?" Captain Barnacles whispered and received a nod from the otter as he deactivated his helmet.

"I told you my aim was spot on." They heard a ruff voice exclaim from outside.

"Yeah, but what did you catch? This ain't a whale."

The two looked at each other in alarm before Barnacles motioned for Shellington to seek cover under the consoles as he followed suit.

"You fish-for-brains! We were supposed to be hooking the whales. The captain doesn't pay us to catch metal fish!"

"Who are you calling fish-for-brains, fish-for-brains?! It's not a metal fish, it's a ship!"

"Wait, you guys are getting paid?"

Just then, Barnacle's octo-compass started buzzing with Dashi's voice coming through a little louder than what he would have liked. He covered the octo-compass with his paws to try and muffle the sound so as not to alert the foreigners to their presence.

"Barnacles here," he whispered as quietly as he could.

"Captain! Are you guys alright?" Dashi's relieved voice asked.

"Both Shellington and I are, yes. What about Peso?"

"He's docking in the launch bay now," She replied, "And otherwise, unharmed."

"Captain," Kwazii interjected, "Where are you two? Are you on that ship?"

"Yes," Barnacles answered as he peeked through the window of the Gup. "And from the looks of it, I don't think we are in good company." He positioned his octo-compass just right so the Octonauts could see his perspective.

Kwazii's eyes widened, "Pirates…?"

"Kwazii, do you recognize the ship?" Professor Inkling asked as he adjusted his monocle.

"I do… I'd recognize that flag anywhere. It's the flag of the dreaded pirate, Iron Claw." His voice faded as he remembered the tale from his grandad, Calico Jack. But Kwazii shook the story away as now was not the time for a recounting.

"This is bad; Captain! You guys need to get out of there, now! As quickly and quietly as possible; do not get caught!"

At that, Barnacles and Shellington shared a look of concern before moving to the hatch. Barnacles pried it open as quietly as he could and allowed Shellington to wiggle out first. Thankfully, the Gup-A rested at an angle that allowed them to crawl out from under it. And with the pirates still arguing amongst themselves, they managed to slip away unnoticed.

Barnacles took the lead and ushered Shellington to follow and take cover behind one of the masts. The spot proved short lived as a pirate came their way, and so they rushed for one of the cargo crates tied down on the deck.

Barnacles scanned the deck of the ship, "We need to slip away, but there are pirates everywhere."

"Should we just… make a run for it?" Shellington suggested sheepishly.

The captain thought about it, but it would not be the best course of action. Right now, they had the element of surprise; the pirates didn't know they were there. Not entirely, anyway. A distraction might aid them in escaping unharmed. If he could lure their attention elsewhere, he and Shellington could sneak off the ship and rejoin with the rest—figure out how to get the Gup-A back later after everyone was safe.

Barnacles held up his octo-compass again, "Tweak, are you there?"

"I'm here, Cap." Tweak answered as she stepped forward.

"We need a distraction. Can you and Kwazii ready the—"

"Captain!" Shellington screamed nearly causing Barnacles to jump out of his fur. Follow his direction, he saw the pirates Shellington was warning him about.

They were found.

"Look-y what we have here, boys."

"Looks like that thing wasn't empty after all…" three of them sneered at the two as they surrounded the captain and Shellington.

"Now, now," Captain Barnacles tried reasoning as they stood up slowly with their hands in the air, "There's no reason for rash action, we don't mean anyone any harm."

"Oh yeah?" Said one of them with a raspy voice said.

"And what makes you think we don't mean any harm?"

"Shellington, run!" Barnacles ordered as they both dodged the first swipe. Shellington collided with the pirate on his left and the two fell into a heap. Barnacles quickly lifted him up and they made their way towards the port side.

"Get 'em!"

Shellington looked back, "They're everywhere, Captain!"

"Just keep running!" Barnacles shouted from behind him as he took up the rear.

"Captain!" Kwazii's voice rang through his octo-compass. "I'm coming up in the Gup-B!"

"Negative, Kwazii! Don't—" Captain Barnacle's order was swiftly interrupted by a tackle from a big orange tabby cat. Landing hard on the deck, his octo-compass had slipped from his paw and slid across the wooden floor. It only came to a rest when it slid underneath the dark shadow of a black boot.

Shellington cried out as his arm was grabbed by a wrinkly, hairless cat and he was pushed onto his knees. There was nothing he could do as Barnacles wrestled the pirate off him only to be found tackled again by several more. Quickly, more pirates encircled them and pointed their swords at the captain to get him to stop struggling. One was even about ready to use his sword, but a loud voice called out a halt—to which they all obeyed.

All the cats that had dog piled Barnacles quickly stood up and took their place with drawn swords next to the rest. Barnacles lifted himself to rest on his forearm as he remained on the floor where he was tackled. At the sound of footsteps, though, he looked up at the dark figure walking toward him.

Shellington leaned away in fear when the larger figure strode past him. His shadow fell over Barnacles as he stopped a few paces from the captain and held up his octo-compass in a grey paw, analyzing it as if it were a precious bauble.

"To what do I owe the pleasure of two new scallywags." Although he couldn't quite see his face due to the angle of the sun, Barnacles could tell from the tone of his voice that he was grinning. It was only when the cat knelt down to get closer to his face that he saw it was their captain. A grey maine coon, larger in size to the rest of the pirates and sporting a tricorne with a large red feather atop it. His right hand had been replaced by a three-pronged hook making it look like a claw.

One of the pirates stepped forward and saluted their captain before answering, "Sir, we found these two in that ship over there."

Another also piped up, "We were trying to catch us some of those whales, but harpooned that small thing instead."

The pirate captain stared down at Barnacles, but didn't say anything. He hummed to himself for a second or two before glancing over at the Gup-A on the far end of the deck. Then he cracked another smile and stood up.

"Take 'em below deck so they may get acquainted with their new quarters."