A long way out in the deep blue sea there lived a fish. Not just an ordinary fish, but the most beautiful fish in the entire ocean. His scales were every shade of blue and Green and purple, with sparkling silver scales among them.

The other fish were amazed at his beauty. They called him Rainbow Fish. "Come on Rainbow Fish," they would call. "Come and play with us!"

But the Rainbow fish would just glide past, proud and silent, letting his scales shimmer.

One day, a little blue fish followed after him. "Rainbow Fish," he called, "wait for me! Please give me one of your shiny scales. They are so wonderful, and you have so many."

"You want me to give you one of my special scales ? Who do you think you are ?" cried the rainbow fish. "get away from me! " Shocked, the little blue fish swam away. He was so upset, he told all his friends what had happened. From then on, no one would have anything to do with the rainbow fish. They turned away when he swam by.

What good were the dazzling, shimmering scales with no one to admire them? Now he was the loneliest fish in the entire ocean. One day he poured out his troubles to the starfish. "I really am beautiful. Why doesn't anybody like me?"

"I can't answer that for you," said the starfish. "But if you go beyond the coral reef to a deep cave you will find the wise octopus. Maybe she can help you."

The Rainbow Fish found the cave. It was very dark inside and he couldn't see anything. Then suddenly two eyes caught him in their glare and the octopus emerged from the darkness.