Fish and Make Up is the 31st episode of the series and the 4th episode of the second season. It aired on November 24, 2005 in Canada on Teletoon, and on November 13, 2008 in the United States on Cartoon Network.
Caitlin annoys her friends with stories about her new boyfriend Wade. Meanwhile, Jude finds a fish, Fish, and keeps him as a pet. Also, Jonesy's new job is working in the perfume department of the mall.
Caitlin is shopping at the mall with her boyfriend. First, they try on clothes, and then they head to Underground Video, where Wayne gives them a movie suggestion that they're forced to take. After that, they see Jude relaxing on the couch and watching a movie with a fish on his shoulder; it turns out that somebody left behind a fish, and Jude has named his new gilled friend "Fish."
The next day, Caitlin spends her time telling all of her friends about how amazing Wade is. Her friends have heard most of the stories before, but they put up with it–until Nikki erupts, finally sick of hearing about Wade. Caitlin is shocked by this, and Nikki presses her advantage; this leads to Caitlin pointing out that Nikki won't commit to her own boyfriend, which leads Nikki to fire back that Caitlin is shallow and her relationship is basically one nonstop shopping spree. This shot brings tears to Caitlin's eyes, and she responds by calling Nikki a cow. Sensing that things are getting serious, Jonesy tries to bring up his new job, but both girls shut him down, and Nikki ends her friendship with Caitlin and then storms off. This is the breaking point for Caitlin, who cries in earnest upon seeing Nikki leave.
Later, Jen calls Caitlin while with the boys to see how Caitlin's doing. Caitlin is surprisingly chipper, and Jen feels that maybe things will be alright–until Caitlin mentions a belief that Nikki is no longer part of the group. Caitlin then suggests they have dinner together, and Jen agrees just as another call comes in. Jen finishes her talk with Caitlin and moves on to the other call: Nikki, who is also surprisingly chipper and of the belief that Caitlin is no longer part of the group. Nikki then invites her friends to a movie that night, and Jen finds herself unable to refuse.
Later, the group gathers by the fountain to avoid any tensions that might arise if Nikki happened to see them hanging out with Caitlin. There, Jude reveals that he plans to spend time with Starr instead of getting involved, because it seems to him that it's a bad idea. Jonesy then sees a girl walk by and makes a deal with Wyatt to try and get him a girl. However, the one he chooses is Serena, who naturally isn't interested. Jonesy, remembering he doesn't have a "girlfriend" by Nikki's own admission, then decides to try and pick up a girl himself, only to fail miserably when he tries to use perfume as breath spray.
That night, Caitlin meets with her three friends for dinner at El Sporto's. Time is short, however, so their dinner is rushed, with Jonesy and Wyatt requesting a doggie bag so that they can go to the movies for what Jen calls a "guy's night." Jen then improvises an excuse for needing to run, and all three take off. At that point, the waitress comes back with Jonesy's doggie bag, so Caitlin decides to take it to her two male friends. When she arrives at the Gigantoplex, however, she finds Nikki meeting her friends and swiftly puts two and two together. This causes another argument between her and Nikki, but for once the two agree on something: their friends will have to choose between them.
The next day, the group of four meets to try and come up with a plan. Jude heads off to get breakfast from Grind Me, and when he comes back he finds that his friends haven't come up with anything; however, he has while talking with Fish. This plan is to fake a medical emergency with Jen to get Nikki and Caitlin in the same place and start talking. This plan works to get Caitlin and Nikki talking; however, their talk is an argument, and it solves nothing but just gets Jen injured. To make things worse, while her friends work to help her out, Jen notices that Fish is dead.
Fish's death sends Jude into a pit of despair, and he decides to give Fish a proper fish funeral in the loathsome washrooms. To accomplish this, Jen gets everyone there: Starr, Wyatt, Jonesy, Caitlin, and Nikki are all invited to the funeral. At first Caitlin and Nikki are reluctant to appear, but both agree to put aside their differences for Jude's sake.
At the funeral, Jude gives a sad speech about what a great friend Fish was. This triggers the guilt that Caitlin has for being a bad friend, and she apologizes to Nikki. Nikki apologies in kind, because she recognizes that she was a bad friend as well, and the two make up. This clears the air between the group of friends, and everyone is happy to see that things have worked out between Caitlin and Nikki.
Sub-Plot One: Fish
After Fish's owner doesn't come back to Underground Video, Jude decides to keep Fish as his own pet. He and Fish hang out, going everywhere together, with Jude showing Fish the world of the mall. However, Fish's water soon begins to get dirty from not being changed, and when Jude doesn't clean Fish's bag, Fish eventually dies in his own filthy water. This saddens Jude, and he creates a funeral for Fish. At the funeral, he makes a speech and then flushes Fish tearfully. However, the next day he gets a new pet from Caitlin: a pet rock. Jude then proceeds to show his pet rock the world from his skateboard. Still, Fish is not forgotten, as Jude's skateboard proudly bears a sticker of a fish, and the toilet in which he was flushed is inscribed with a memorial to him.
Sub-Plot Two: Perfume
Jonesy's new job is selling perfume to women. At first, he does a good job and is able to get women to buy perfume. However, he ends up getting shuffled around to the men's department, depressing him as his job now involves spraying cologne on men. To make matters worse, Nikki is refusing to speak to him. This drives Jonesy's interest in his job down immensely, and he ends up becoming apathetic towards doing his job well, and gets fired when he sprays cologne into a prospective customer's face.
Caitlin:(sighing) Hey, did I tell you guys about the time that Wade- Nikki: Yes. Caitlin: And the time that Wade- Jonesy: Yes! Caitlin: ...and that other time Wade- Jen: YES! Caitlin: You don't even know what I'm gonna say! Wyatt: Yes, we do. If it happened, we've heard it.
Jonesy: So what's up for tonight? Jen: We're grabbing a bite with Caitlin AND going to a movie with Nikki! Wyatt: Uh, how does that work? Jen: I have no idea.
Jen: I can't believe I took eighty thorns in the butt for nothing! Jude: So much for Plan B.
Goof: Two times during the episode, Caitlin's eyes are bigger than they should be: when Caitlin is talking to Jen in the beginning after Stanley shoots the kid with balls, and when Caitlin comes out of the bathroom during Fish's funeral.
Goof: When Jude is standing in front of the fountain talking about Plan B, when he holds up Fish in his hand, Fish's water is clean, but after Jonesy asked what Plan B was, Fish's water is dirty.
Jonesy's job: sampler in a fragrance department Reason for firing: when transferred to the men's side, he sprayed a customer in the face with cologne.
The movie Jude and Fish are watching at the start of the episode is called "Kill Phil". This is an obvious reference to the real life movie "Kill Bill."
Caitlin talks about Albatross & Finch like she can find everything she wants there. She and Wade are there at the start of the episode, when Wade offers to get her something. Eventually, however, they move to the Khaki Barn, which suggests that she couldn't find something she wanted at Albatross & Finch.
Caitlin appears sensitive to being called shallow. It seems possible that this is because she's been called shallow before, or because she's aware that she sometimes acts self-absorbed.
This is the second time someone in the series breathes fire. Coach Halder did it earlier in "Dude of the Living Dead."
This is the second time Jude and Wyatt dress up as paramedics. They did this earlier in "The Big Sickie." Coincidentally, Jen was loaded onto a stretcher both in that episode and this one.
Caitlin urinates for 12 seconds straight while in the loathsome washrooms.
The funeral is held in the ladies' restroom.
This is the second of Caitlin's (relatively) long term relationships, as it is established during the episode she has been dating Wade for 8 days.