Feeling upset, his only remaining friend, the starfish, tells him to go visit the wise octopus for advice. The Rainbow Fish finds the octopus and asks what he should do. When he goes to the cave, he sees the octopus. And when he meets the octopus, she says that she has been waiting for him. She explains that the waves have told her his story. Then, she tells Rainbow Fish that he must share the beauty of his scales with his friends (which means “to give one glittering scale to each of the other fish”). She tells him to share his scales with each of the other fish. And she continues to him that he may no longer (never again) be the most beautiful fish in the ocean. But he will discover how to be happy.