- Ash the Fatty
- Awkward Iceman
- Casual Cashew
- Doc Stretchy Head
- Downsized Downsizer of Downsizeness
- Downsizer Grunts (no lines)
- Flip. and he's not a scientist.
- Flowery Bugeyes (no lines)
- Four-Ears (no lines)
- Giraffe Garage (no lines)
- Ice Cream Monster
- Lunch Tray
- Metal Box of Ugliness
- Nosedive Kite Dude
- Sideways Sea-Life (no lines)
- Sinko Dee Myoh
- The Principal
- Ugly Hair Man
Silly and Lily are celebrating Halloween, when Silly comments on Lily's Whale costume. Lily insults Silly's super toon costume, when Penny shows up in a super toon costume as well, causing Lily to cave in. Silly says he's going to write a Halloween story that will scare them out of their pants, but Penny mentions that they wear skirts, not pants.
At Skhool, Whale is saying that it's "Whaleoween". Casual Cashew tells Whale that he just renamed Halloween, so they decide to have a duel to settle it. Before they can however, a laser blasts through the ceiling of the Skhool, and Whale is zapped by a lightning bolt, killing him. The students scream and Ugly Hair Man decides that it must've been Team Downsize who is responsible, so all the students along with Awkward Iceman go to their headquarters. The Principal tries to stop them because school is still in session, but he decides he doesn't really care.
Near Team Downsize HQ, Lily falls from a portal in the sky from the real world to join the students on their quest. A giant cardboard Downsizer holds a sign saying that no Awkwardius Numberius Icemanius are allowed, offending Awkward Iceman. A cannon on the roof of the headquarters blasts a melting ray at Awkward Iceman, and Ugly Hair man collects the water into a glass and shoves it into a cooler. Ugly Hair Man knocks on the door, which ends up being a drawbridge, squashing everyone except Lily, who somehow tosses the drawbridge far away. Downsized Downsizer of Downsizeness arrives at the door and gets yelled at by Ugly Hair Man for killing Whale, but he doesn't know anything about it. He proceeds to explain that he only downsizes people, and upon the realization that Whale is dead, gets angry and summons ten hundred thousand million grunts by his side, and they join the students to find out who killed Whale. Casual Cashew determines it was Doc Stretchy Head, and they head to his castle.
Ugly Hair Man rings the doorbell, and is answered by Metal Box of Ugliness, who gets shoved away as Ugly Hair Man stomps in. He yells at Doc Stretchy Head, but he says he didn't kill Whale either. Suddenly Lunch Tray runs away and evil laughter is heard, and a storm starts, causing Doc Stretchy Head's castle to crumble. Everyone makes a run for the door, but only Lily gets out safely. She sees a large tower in the distance with the rebuilt Ice Cream Monster doing the jig on top of it.
A commercial begins, where Whale tries to sell Octopus Hair for $999.99.
Awkward Iceman breaks out of the cooler and notes that it is Metrix's Tower. Ugly Hair Man gets up and the three head inside, running up a flight of stairs when they encounter Lunch Tray, along with Rainbow-Head and Sinko Dee Myoh. They challenge the trio to a triple battle, but are defeated after only two attacks. Ugly Hair Man pushes them down the stairs and they go through the door they were guarding, finding Metrix. He screams like a girl, and Ugly Hair Man comments that he isn't very intimidating. Metrix says that it isn't his fault, because Doc Stretchy Head made him half regular person half little girl. Ugly Hair Man accuses Metrix of killing Whale, and he disappears, probably getting sent to prison. Metrix's Tower explodes, somehow reviving everybody, and sending Ice Cream Monster flying to the other end of the earth. Lily mentions that it was an anticlimactic ending, and jumps through a hole in the ground, being taken to the real world, where Penny says that it was a weird story.
- Due to an oversight, Tuna is missing from the story.
- Sting-Rei isn't mentioned when the students head off to Team Downsize HQ.
|Silly's Zexal Episodes|
| Season 1|
Week o' Whale · The Pit of Spoofer Doom · Sole Stealer! · A Very SHOCKING Episode · In The End · Whaleoween · Turkey Farm · Cookie Thief · HOT DOGS · A Zexal Carol · Counting Stars · Spoofer's Revenge · Unhappy Valentine's Day · The Taco Tragedy · Rise of the Berries