Captain Gills

Captain Gills is a fish from Super Paper Mario. As an infant, he used to be Pook's pet and is kept in a cup until he grew too big for it, then is transferred to a Goldfish Bowl given by Merlon. It turns out Mario needs 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, Captain Gills 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. (Tiptron credits the Stork as to how they came to be.) He has raised all of his children to be carnivores like him.

Children

 * Gills Jr. is Captain Gills' first born. He cares much about the protection of his siblings. He is always swimming at the highest altitude above all other of his siblings.
 * Gills II is Captain Gills second born and only daughter. She is very healthy and she is the one that solves the troubles when there is a conflict between her siblings: Gills Jr., Gills III, Gills IV, and Gills V. She stays in a group with her siblings as they follow their father through Flipside's underground canal.
 * Gills III is Captain Gills' third-born offspring. He is rebellious and the troublemaker of the family. Because of all the ruckus he causes, he is the cause of his father's lack of sleep. He stays in the middle of the pack as they follow their father through the canal they live in.
 * Gills IV is Captain Gills' fourth child. He tries to lead the pack as they follow their father, but his fins are to small to keep up.
 * Gills V is Captain Gills' fifth born son from Super Paper Mario. Being the youngest of the family, he swims at his own pace and peeks at his siblings as they follow their father around the underground canal.

Captain Gills seems to remember Mario and friends; neither he nor his children attack them at all when going through the canal.

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