This cartoon employs the Hoagie Carmichael song to revist the characters of Fleischer's 1937 Academy Award nominee, THE EDUCATED FISH. This time, the Little Fish is playing "hookey" at the nearby Pool Hall, and tries to emulate the big fish there. He learns of a big membership meeting of the Big Fry later that evening, and askes to join. The big fish, lead him on, invining him to come back around 8 o'clock. Little Fish's mother worries about the whereabouts of her son, then seeing him strutting along on the horizon, she enters into the title song. Although she leaves him in his room, the Little Fish slips out, and returns to the Pool Hall, where the big fish blind fold him, and send him into a dark cave for the initiation. Inside, the Little Fish is confronted by entangling eels, a giant crab, and a large pair of glow-in-the- dark clams, ghost-like fish that transform into larger, menacing catfish, then transforming into a whale, whose tongue beckons the Little Fish to enter its mouth. Scared off, the Little Fish runs (not swims) back to the comfort of his loving mother, as he vows never to run away again. The initiation sequence here is reminiscent of BIMBO'S INITIATION (1931) and the Popeye cartoon, CAN YOU TAKE IT (1934). Although not as elaborate as in these earlier films, the uses of color enhance it, creting a macabre atmosphere. An interesting film, although surprisingly crude in terms of animation standards by 1939, and looking much like an extension of the EDUCATED FISH from just two years before.