The Octonauts and everyone are very happy at the Disney Junior Town Carnival the next day right after school was out this Summer and everyone is having a great time, until the tearful sorrowful Nazi agent, Lou Gubrious uses his machine to switch everyone's happiness with his depression and misery, except for Kwazii's. The Miser Ray effects is causing the entire town of Disney Junior Island to literally flood with the tears of the Octonauts. Kwazii is the only one left and needs to act fast and stop the misery ray before the whole land is flooded. So he goes to Sam Sandwich's toaster house and asks him and his sidekick,Salad Lad to help him. They agree. So they went back to the carnival,were the Octonauts are still crying and all the people are still statues. Lou spots them and shoots them