Captain Gills

Captain Gills is a fish from Super Paper Mario. As a baby, he used to be Pook's pet, and was kept in a cup until he grew too big for it, then was transferred to a Fish Bowl given by Merlon. It turns out Mario needed that fish bowl as a Space Helmet for Chapter 4-1, so Pook was asked for it back. He would only accept to give it back if they gave Captain Gills a new home, for he was growing even too big for his own fish bowl. Mario, Peach, and Bowser had to free him into the underground canal of Flipside's B1st Floor. After every chapter, he got bigger and bigger until, at the end of the game, grew to his largest size and became the master of his own canal. He has grown big and scary, and seems to have survived by turning carnivore. (Three piles of unidentified bones can be found at the canal's floor as well as many more bones when Mario flips into 3-D.) Although Pook would still ramble about how much he wished to see Captain Gills (and that he was actually going to see him on his travels out on sea), Tiptron stated that Captain Gills, in this form, no longer needed any little children in his life.

He is the only fish in the canal, but somehow, got his own children, Gills Jr., Gills II, Gills III, Gills IV, and Gills V. (Interestingly, Tiptron states the Stork as the reason for these children.) He also seems to remember Mario and friends for he does not attack them at all when going through the canal.